SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-Q

                                         
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1995
                                          

                          Commission File No. 1-11465


                               IDEON GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)


                 Delaware                           59-3293212
(State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
 Incorporation or Organization)


7596 Centurion Parkway, Jacksonville, Florida          32256
(Address of Principal Executive Offices)              (Zip Code)

Registrant's Telephone Number, Including Area Code:   (904) 218-1800
                                                      --------------

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 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

   
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:
    

Common Stock, $.01 Par Value
Outstanding at November 9,  1995                  27,981,832 Shares


                            Total Number of Pages 44


<PAGE>





                               IDEON GROUP, INC.

                               Index to Form 10-Q
               For the Quarterly Period Ended September 30, 1995


                                                                      Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheet as of September 30, 1995 and
             October 31, 1994                                             3
           Consolidated Statement of Operations for the Three and Nine
               Months Ended September 30, 1995 and July 31, 1994          4
           Consolidated Statement of Cash Flows for the Nine Months
               Ended September 30, 1995 and July 31, 1994                 5
           Notes to Consolidated Financial Statements                   6-17
           Report of Independent Accountants                              18

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                19-36


PART II - OTHER INFORMATION

Item 1.    Legal Proceedings                                              37
Item 2.    None
Item 3.    None
Item 4.    None
Item 5.    None
Item 6.    Exhibits and Reports on Form 8-K                               38


SIGNATURES                                                                 39

<PAGE>
                                               PART I. FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Consolidated Balance Sheet
(in thousands, except share data)
                                                                      September 30,            October 31,
                                                                              1995
1994
Assets                                                                  (unaudited)
<S>                                                               <C>                     <C>
Current assets:
   Cash and cash equivalents                                      $       16,110          $       17,921
   Securities available for sale maturing within one year                 47,720                  39,249
   Receivables, net                                                       68,440                  42,449
   Income taxes receivable                                                   621                   2,114
   Deferred subscriber acquisition costs and
     related commissions amortizing within one year                      104,020                  83,449
   Deferred income tax asset                                              32,021                   8,540
   Other current assets                                                    2,406                     799
                                                                           -----                     ---
     Total current assets                                                271,338                 194,521

Securities available for sale maturing after one year                     13,413                 127,363
Deferred subscriber acquisition costs and
  related commissions amortizing after one year                           22,131                 111,948
Property and equipment, net                                               35,672                  16,410
Excess of cost over fair value of net assets acquired                     45,102                  28,739
Other assets                                                               1,634                   1,392
                                                                           -----                   -----

     Total assets                                                 $      389,290          $      480,373
                                                                  =      =======          =      =======

Liabilities
Current liabilities:
   Notes payable to bank                                          $       18,589          $       11,793
   Accounts payable                                                       34,314                  30,833
   Accrued expenses                                                       31,887                  24,654
   Product abandonment and related liabilities                            27,557
   Subscribers' advance payments amortizing
     within one year                                                     116,722                 106,563
   Allowance for cancellations                                             7,719                   7,656
                                                                           -----                   -----
     Total current liabilities                                           236,788                 181,499

Subscriber advance payments amortizing after one year                     47,744                  51,991
Deferred income tax liability                                              5,119                  29,291
                                                                           -----                  ------

     Total liabilities                                                   289,651                 262,781
                                                                         -------                 -------

Stockholders' Equity
Preferred stock--authorized 10,000,000 shares ($.01 par
  value); no shares issued or outstanding
Common stock--authorized  90,000,000 shares ($.01 par value);  34,946,000 shares
  issued  (34,946,000  at  October  31,  1994);  27,992,665  shares  outstanding
  (28,933,599 at   
  October 31, 1994)                                                          349                     349
Additional paid-in capital                                                41,222                  41,058
Retained earnings                                                        115,645                 225,459
Unrealized gain (loss) on securities available for sale                      396                    (607)
                                                                             ---                    ---- 
                                                                         157,612                 266,259
Less cost of 6,953,335 common shares in treasury
 (6,012,401 shares at October 31, 1994)                                  (57,973)                (48,667)
                                                                         -------                 ------- 

     Total stockholders' equity                                           99,639                 217,592
                                                                          ------                 -------

     Total liabilities and stockholders' equity                   $      389,290          $      480,373
                                                                  =      =======          =      =======
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

Consolidated Statement of Operations
(in thousands, except per share data)

                                                                  Three Months Ended                    Nine Months Ended
                                                                September 30,        July 31,     September 30,         July 31,
                                                                    1995              1994              1995               1994
                                                                         (unaudited)                        (unaudited)

<S>                                                             <C>               <C>              <C>               <C>
Revenues
   Membership and subscription revenue, net                     $      44,724     $      41,423    $     132,427     $     120,042
   Card acquisition and services revenue                                6,025                             16,726
   Consumer marketing revenue                                           5,613             2,746           19,835             8,073
   Gain from litigation settlements                                                                                          4,257
   Interest income                                                      1,001             2,166            4,589             6,218
   Other income                                                           180                80            1,426               832
                                                                          ---                --            -----               ---

                                                                       57,543            46,415          175,003           139,422
                                                                       ------            ------          -------           -------

Costs and expenses
   Subscriber acquisition costs and
    related commissions                                                29,203            24,902           83,730            72,481
   Other costs of revenue                                               5,444             1,999           16,877             5,839
   Research and product development costs                               1,592             1,326            6,696             1,811
   Service costs and other operating expenses                           9,531             5,818           27,374            15,719
   General and administrative expenses                                  7,486             4,092           27,339            12,981
   Costs related to products abandoned
     and restructuring                                                 16,439                             97,591             7,900
                                                                       ------                             ------             -----

                                                                       69,695            38,137          259,607           116,731
                                                                       ------            ------          -------           -------

Income (loss) before provision for income taxes                       (12,152)            8,278          (84,604)           22,691

Provision for (benefit from) income taxes                              (4,374)            1,643          (30,457)            5,808
                                                                       ------             -----          -------             -----

Income (loss) before cumulative effect of change
 in accounting for income taxes                                        (7,778)            6,635          (54,147)           16,883

Cumulative effect of change in accounting
 for income taxes                                                                                                            2,000

Net income (loss)                                               $     (7,778)        $    6,635       $    (54,147)    $     18,883
                                                                =    =======         =    =====       =    =======      ============

Earnings per share:

Income (loss) before cumulative effect of
 accounting change                                              $        (.28)    $         .23    $        (1.89)   $         .60
Cumulative effect of accounting change                                                                                         .07
                                                                                                                               ---

Net income (loss) per common share                              $        (.28)    $         .23    $        (1.89)   $         .67
                                                                =        ====     =         ===    =        =====    =         ===

Weighted average common and
 common equivalent shares                                              28,222            28,768           28,675            28,306
</TABLE>


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



<PAGE>


<TABLE>
<CAPTION>

Consolidated Statement of Cash Flows
(in thousands)

                                                                             Nine Months Ended
                                                                  September 30,                 July 31,
                                                                         1995                      1994
                                                                  -----------------           ----------
                                                                                  (unaudited)

<S>                                                               <C>                     <C>
Cash Flows From Operating Activities
   Cash received from subscribers/customers                       $      168,256          $      141,112
   Cash paid to suppliers and employees                                 (239,254)               (123,233)
   Gain from litigation settlements                                                                4,257
   Interest received                                                       6,895                  11,508
   Income tax refunds (payments), net                                     10,799                  (1,699)
                                                                          ------                  ------ 

   Net cash (used in) provided by operating activities                   (53,304)                 31,945
                                                                         -------                  ------

Cash Flows From Investing Activities
   Purchases of investments                                              (41,333)                (62,431)
   Proceeds from sales of investments                                    123,297                  48,759
   Proceeds from maturing investments                                     16,616                   8,925
   Cost of acquisitions, net of cash acquired                            (12,977)
   Acquisitions of property and equipment, net                           (18,473)                 (3,177)
                                                                         -------                  ------ 

   Net cash provided by (used in) investing activities                    67,130                  (7,924)
                                                                          ------                  ------ 

Cash Flows From Financing Activities
   Net borrowings on notes payable to bank                                 6,506
   Proceeds from exercise of stock options                                   448                  24,627
   Dividends paid                                                         (4,274)                 (3,872)
   Payments for  purchase of treasury shares                              (9,711)                   (483)
                                                                          ------                    ---- 

   Net cash (used in) provided by  financing activities                   (7,031)                 20,272
                                                                          ------                  ------

Net increase in cash and cash equivalents                                  6,795                  44,293
Cash and cash equivalents at beginning of period                           9,315                   3,335
                                                                           -----                   -----

Cash and cash equivalents at end of period                       $        16,110           $      47,628
                                                                 =        ======           =      ======
</TABLE>


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


<PAGE>


Notes To Consolidated Financial Statements
(Unaudited)


1.   Reorganization

   
         On April 27, 1995, the stockholders of SafeCard Services,  Incorporated
     ("SafeCard")  approved a plan of  reorganization  whereby SafeCard became a
     wholly-owned subsidiary of Ideon Group, Inc. ("Ideon" or the "Company"),  a
     newly formed Delaware corporation. All shares of SafeCard common stock were
     converted  into shares of Ideon common  stock.  Ideon is a holding  company
     with current business units as follows:  SafeCard  Services,  Incorporated,
     Wright  Express  Corporation,   National  Leisure  Group,  Inc.  and  Ideon
     Marketing and Services  Company.  The operations of an additional  business
     unit, Family Protection Network,  Inc., have been discontinued as described
     below.
    


2.   Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  information and with the  instructions to Form 10-Q and
     Article 10 of Regulation S-X.  Accordingly,  they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  and  nine  month  periods  ended  September  30,  1995  are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended December 31, 1995. For further information, refer to the consolidated
     financial  statements and footnotes  thereto included in SafeCard's  Annual
     Report on Form 10-K for the year ended October 31, 1994.

         On February 14, 1995,  SafeCard filed a Transition Period Form 10-Q for
     the two months  ended  December 31, 1994 in order to effect a change in its
     year end from October 31 to December 31. Financial statements for the three
     and nine months ended July 31, 1994 (the end of the third quarter under the
     prior  October 31 fiscal  year) are  presented  for  comparative  purposes.
     Management  does not believe that  preparation of financial  statements for
     the three and nine months ended September 30, 1994 would result in any more
     comparable  information  and,  therefore,  the additional costs which would
     have been  incurred  to  prepare  such  financial  statements  would not be
     justified.  The previously  reported  interim period ended July 31, 1994 is
     comparable  to the  present  interim  period  as there  are no  significant
     seasonal  differences  among the periods  presented which would  materially
     affect  comparability.  As  discussed  in Note 6, the  Company  changed the
     amortization  periods of deferred subscriber  acquisition costs on December
     31, 1994.

         Prior period financial  statements have been reclassified to conform to
     current presentations.

   
         Price  Waterhouse LLP has performed a review,  and not an audit, of the
     unaudited  consolidated  financial information of the Company for the three
     and nine month  periods  ended  September  30,  1995  (based on  procedures
     adopted by the American  Institute of Certified Public  Accountants) as set
     forth in their separate report dated October 23, 1995, which is included in
     this Form  10-Q.  This  report is not a  "report"  within  the  meaning  of
     Sections  7 and 11 of the  Securities  Act of  1933,  and  the  independent
     accountant's liability under Section 11 does not extend to it.
    


3.   Product Abandonment and Related Liabilities

         Included in costs related to products  abandoned and  restructuring  in
     the Statement of Operations  for the three and nine months ended  September
     30, 1995 are special charges of $10,861,000 and $45,017,000,  respectively,
     related to the abandonment of certain new product developmental efforts and
     the related  impairment of certain assets and the restructuring of SafeCard
     and the corporate  headquarters as discussed below.  The charges  represent
     accrued  liabilities of $10,661,000  and asset  impairments of $200,000 for
     the three  months ended  September  30, 1995,  and accrued  liabilities  of
     $36,248,000  and asset  impairments of $8,769,000 for the nine months ended
     September 30, 1995.

         The components of the product abandonment and related liabilities as of
     September 30, 1995 are as follows (in thousands):
<TABLE>

                                                                     1995                      Balance at
                                                                 Provisions      Activity        9/30/95
<S>                                                              <C>             <C>           <C>    
     Severance and other employee costs                          $14,960         $4,266        $10,694
     Costs to terminate equipment and facilities leases            9,593          1,565          8,028
     Liability for contract impairments                            8,400          1,000          7,400
     Other costs                                                   3,295          1,860          1,435
                                                                 ---------       -------      -----------
                                                                 $36,248         $8,691       $ 27,557
                                                                 =======         ======        ========

</TABLE>

     PGA TOUR Partners
   
         In late March and early  April 1995,  the Company  launched an expanded
     PGA  TOUR  Partners  program  through  its  Ideon  Marketing  and  Services
     subsidiary.  The program  provided  various  benefits to members  including
     access to PGA TOUR events and a co-branded  credit card.  Consumer response
     rates  since  the  launch  were   significantly   less  than   management's
     expectations  and it was determined  that the product as configured was not
     economically  viable.  The Company  discontinued  marketing the product and
     recorded  a  special  charge  of  $17,993,000  at June 30,  1995 for  costs
     associated with the abandonment of the product including employee severance
     payments  (approximately 130 employees),  costs to terminate  equipment and
     facilities leases, costs for contract impairments and write-downs taken for
     asset impairments.

         On  September  14,  1995,  after a period of product  redesign and test
     marketing,  the Company announced that it would discontinue its credit card
     servicing  role in  connection  with  the PGA  TOUR  Partners  credit  card
     program.  In  connection  with this  decision,  the Company has  recorded a
     special charge of $3,612,000 for costs  associated  with the abandonment of
     this  role,   including  employee  severance  payments   (approximately  60
     employees),  costs to terminate  equipment  and  facilities  leases and the
     recognition of certain commitments.
    

     Family Protection Network
   
         In April 1995,  Family Protection  Network,  Inc. launched a nationwide
     child  registration  and missing child search  program.  Consumer  response
     rates from the initial  product launch were lower than  anticipated and the
     Company  discontinued the operation.  As a result,  the Company recorded an
     $8,987,000  charge  in the  second  quarter  to  cover  severance  payments
     (approximately 100 employees),  costs to terminate equipment and facilities
     leases and write-downs taken for asset impairments.

     Corporate and SafeCard Restructurings
         As a result of the  discontinuance  of these  products,  the Company is
     undertaking  an  overall  restructuring  of  its  operations,  including  a
     significant reduction of its workforce at its corporate headquarters and at
     SafeCard.  The  decision to abandon  these  products  and  restructure  the
     Company  resulted in the  recording of a charge of $7,176,000 in the second
     quarter of 1995 to cover costs to terminate  certain  operating  leases and
     write-down  certain  assets to their  estimated net realizable  value.  The
     Company recorded  additional  charges of $3,010,000 in the third quarter of
     1995 for costs associated with the restructuring of SafeCard and $4,239,000
     for a corporate  headquarters  restructuring.  Restructuring  costs include
     severance payments and costs to terminate equipment and facilities leases.

         Management believes that the accruals described above are sufficient to
     cover the estimated  costs  associated with the product  abandonments.  The
     Company anticipates  completion of the majority of the transactions related
     to the product abandonments and restructurings during 1996.
    

4.   Acquisition

         On  February  10,  1995,  the  Company  completed  its  acquisition  of
     substantially  all of the assets and liabilities of National Leisure Group,
     Inc.,  a provider of  vacation  travel  packages to credit card  companies,
     retailers and wholesale  clubs in the United States.  The Company paid cash
     of $15,048,000 and agreed to issue  $1,400,000 of common stock on the third
     anniversary of the acquisition. Also, up to $2,800,000 of additional common
     stock is issuable based on the attainment of certain earnings hurdles.  The
     acquisition was effective as of January 1, 1995 and was accounted for under
     the purchase method. Accordingly, the consolidated results of operations of
     the Company include the results of operations of National Leisure Group for
     the three and nine month periods ended September 30, 1995.

         As part of the transaction,  the Company acquired $5,944,000 of assets,
     which included  $2,395,000 of cash, and assumed  liabilities of $7,093,000.
     The Company  recorded  $17,954,000 of excess of cost over fair value of net
     assets  acquired.  This excess is being amortized on a straight-line  basis
     over 25 years.  Amortization  expense through September 30, 1995 related to
     this acquisition was approximately $540,000.

         Revenue  from the sale of vacation  packages,  which is included in the
     "Consumer  marketing  revenue"  caption in the  consolidated  statement  of
     income, is recognized at the date when substantially all obligations to the
     customer  have been  performed and at least 90 percent of the total booking
     price has been received.


5.   Investments

         On October  31,  1994,  the  Company  adopted  Statement  of  Financial
     Accounting  Standards No. 115 ("FAS 115"),  "Accounting  for Investments in
     Certain Debt and Equity  Securities." Upon adoption of FAS 115, the Company
     classified  its securities  portfolio,  consisting of municipal  bonds,  as
     available for sale and disclosed an unrealized loss as a separate component
     of stockholders' equity. During the two months ended December 31, 1994, the
     Company  experienced  further  market  value  declines  in  its  investment
     portfolio as a result of the increasing  interest rate  environment.  Given
     the Company's strategy to redeploy its investment  resources into operating
     assets and in view of the interest rate environment,  management elected to
     shorten the overall  maturity of the  portfolio.  In  connection  with this
     decision, the Company determined that the investment portfolio had suffered
     an other than  temporary  market value  impairment  and the net  unrealized
     losses,  previously  recognized as an offset to stockholders'  equity, were
     charged against earnings for the two months ended December 31, 1994.

   
         During  the  first   quarter  of  1995,   the  Company   effected   the
     repositioning of the investment  portfolio.  Municipal bond securities with
     maturities  later than 1996 were sold and the proceeds  were  reinvested in
     short term United States Treasury  securities or used to fund the launch of
     new  businesses  and  the  acquisition  of  National  Leisure  Group.  This
     repositioning  allows the Company to take  advantage of its current tax net
     operating  loss  position and provides for greater  liquidity.  The Company
     continues to classify the securities portfolio as available for sale.
    


6.   Subscriber Acquisition Costs

         Subscriber acquisition  expenditures directly relate to the acquisition
     of new subscribers through  "direct-response"  type marketing campaigns and
     primarily include payments for telemarketing,  printing,  postage,  mailing
     services,  certain  direct  salaries  and other  direct  costs  incurred to
     acquire new subscribers.  Prior to 1995, these  expenditures  were deferred
     and  amortized  to expense in  proportion  to  expected  revenues  over the
     expected   subscription   periods,   including  renewal  periods  (life  of
     subscriber).

   
         After a general  review of the  Company's  business  plans and  related
     accounting practices, the Company's board of directors approved a change in
     the amortization  periods for deferred  subscriber  acquisition costs as of
     December 31, 1994.  The change was made in response to the Company's  plans
     to incur additional marketing  expenditures to enhance renewal rates. Under
     generally accepted accounting  principles,  if additional  expenditures are
     incurred to maintain or enhance the renewal  stream,  the Company would not
     be allowed to  amortize  such  subscriber  acquisition  costs over  periods
     greater than the initial subscription period. Accordingly, based on efforts
     to enhance  renewal rates,  the Company changed its  amortization  periods.
     Prior to December 31, 1994,  subscriber  acquisition  costs were  generally
     amortized  up to ten years for single year  subscriptions  and up to twelve
     years for multi-year subscriptions.  These amortization periods represented
     the estimated life of the  subscriber.  During the Transition  Period ended
     December 31, 1994, the amortization  periods were shortened to one year and
     three  years for single  year and  multi-year  subscriptions,  respectively
     (initial subscription period without regard for anticipated renewals).  The
     effect  of  reducing  the  amortization  periods  resulted  in a  one-time,
     non-cash,  charge to earnings during the two months ended December 31, 1994
     as reported in the Company's Transition Period report on Form 10-Q.
    

         The  change  in  the  amortization   periods  for  deferred  subscriber
     acquisition  costs does not affect the  amortization  of commissions  which
     continue to be amortized over the one to three year subscription period, as
     appropriate.
<TABLE>
<CAPTION>

         Deferred  subscriber  acquisition costs and related commissions were as
     follows:

                                                                 September 30,                 October 31,
                                                                       1995                     1994
                                                               -------------------          -----------

<S>                                                            <C>                     <C>              
         Hot-Line                                              $      64,279,000       $     123,775,000
         Fee Card                                                      6,935,000               9,185,000
         Other services                                               10,369,000              18,796,000
                                                                      ----------              ----------

         Total deferred subscriber acquisition costs                  81,583,000             151,756,000

         Commissions                                                  44,568,000              43,641,000
                                                                      ----------              ----------

         Total deferred subscriber acquisition
           costs and commissions                               $     126,151,000       $     195,397,000
                                                               =     ===========       =     ===========
</TABLE>


7.   Income Taxes

         The Company's  effective  income tax rate for the three and nine months
     ended  September  30, 1995 and July 31, 1994  differs  from the  applicable
     statutory  rate due to  tax-exempt  interest  received  on  investments  in
     municipal  debt  securities  and the federal  tax  benefit of state  income
     taxes.  The  effective  income tax rate for the three and nine months ended
     September 30, 1995 was based on the estimated effective income tax rate for
     the tax year ending October 31, 1995.

   
         At September 30, 1995, the Company had a net current deferred tax asset
     of $32,021,000  and a net noncurrent  deferred tax liability of $5,119,000.
     The deferred tax asset  relates  primarily to the  Company's  net operating
     losses and to timing  differences in the recognition of subscriber  advance
     payments.  The net  operating  losses  are  expected  to be fully  utilized
     through a carryback claim to recover taxes paid in prior years.  Management
     believes  that based on available  information,  it is more likely than not
     that the net  deferred  tax asset  will be  realized,  and  accordingly,  a
     valuation allowance has not been recorded.
    

         On  November  1,  1993  the  Company  adopted  Statement  of  Financial
     Accounting  Standards No. 109 ("FAS 109"),  "Accounting  for Income Taxes."
     The  adoption  of FAS 109  resulted in a  cumulative  credit to earnings of
     $2,000,000 for the nine months ended July 31, 1994.

8.   Stock Repurchase Plan

   
         On May  30,  1995,  the  Company's  board  of  directors  reinstated  a
     previously  adopted stock  repurchase  program  authorizing  the Company to
     purchase up to an additional  2,500,000 shares of outstanding  common stock
     in the open  market.  The  program,  which  had  ended  October  31,  1994,
     authorized  the Company to purchase a total of 6,000,000  shares,  of which
     approximately  3,500,000  shares  had  been  previously  purchased.  As  of
     September 30, 1995, the Company had purchased 995,100 shares for $9,711,000
     under the reinstated program.
    


<PAGE>


9.   Supplemental Cash Flow Information

         The  reconciliation of net (loss) income to net cash (used in) provided
     by operating activities, as presented in the consolidated statement of cash
     flows, is as follows:
<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                   September 30,               July 31,
                                                                       1995                        1994
                                                                -----------------            ----------

<S>                                                             <C>                     <C>             
     Net (loss) income                                          $    (54,147,000)       $     18,883,000
     Adjustments to reconcile net (loss) income to net
       cash (used in) provided by operating activities:
         Depreciation and amortization                                 4,754,000                 704,000
         Cumulative effect of change in accounting
           for income taxes                                                                   (2,000,000)
         Amortization of investment
            premiums/discounts, net                                    1,363,000               3,986,000
         Realized gain on sales of securities
            available for sale                                        (1,014,000)               (603,000)
         Loss on impairment of property
           and equipment                                               4,317,000
         Change in deferred income taxes                             (21,457,000)              4,109,000
         Billings to subscribers, net                                133,065,000             143,338,000
         Amortization of subscribers' advance
            payments to revenue                                     (140,664,000)           (128,115,000)
         Expenditures for subscriber acquisition costs               (46,683,000)            (48,082,000)
         Payment of commissions, net                                 (37,467,000)            (39,818,000)
         Amortization of subscriber acquisition costs                 50,163,000              41,311,000
         Amortization of commissions                                  39,753,000              37,009,000
         Decrease in allowance for cancellations                      (1,478,000)             (1,874,000)
         Changes  in  assets  and  liabilities,   net  of  
          effects  of  business acquisitions:
              Receivables, net                                        (8,382,000)                723,000
              Income taxes receivable                                  1,500,000
              Other current assets                                     1,766,000                 (78,000)
              Other assets                                              (386,000)               (896,000)
              Accounts payable and accrued expenses                   (5,864,000)              3,348,000
              Product abandonment and related
                liabilities                                           27,557,000
     Net cash (used in) provided by
       operating activities                                     $    (53,304,000)       $     31,945,000
                                                                =    ===========        =     ==========

</TABLE>



<PAGE>


10.  Commitments and Contingencies

     Legal Matters
   
         The Company is  defending  or  prosecuting  claims in thirteen  complex
     lawsuits,  twelve of which  involve Peter  Halmos,  former  Chairman of the
     Board and Executive Management Consultant to SafeCard,  and various parties
     related to him as  adversaries.  Peter  Halmos is also a plaintiff in three
     other lawsuits, one against a former officer, one against a director of the
     Company  and one  against  SafeCard's  outside  counsel,  in which  neither
     SafeCard nor the Company have been named as defendent.  The thirteen  cases
     in which the Company or its subsidiaries is a party are as follows:

         A suit initiated by Peter Halmos, related entities, and Myron Cherry (a
         former lawyer for SafeCard) in April 1993 in Cook County  Circuit Court
         in  Illinois  against  SafeCard  and  one of the  Company's  directors,
         purporting  to state  claims  aggregating  in excess  of $100  million,
         principally  relating to alleged  rights to  "incentive  compensation,"
         stock   options   or  their   equivalent,   indemnification,   wrongful
         termination and defamation.  SafeCard and the director moved to dismiss
         this  lawsuit.  In  November  1993,  the court  granted  the motions to
         dismiss all parts of the complaint,  but gave the  plaintiffs  leave to
         replead,  which they did.  Again in March 1994,  the court  granted the
         motions to dismiss all of the  complaints  but permitted the plaintiffs
         to replead which they did in June 1994. On February 7, 1995,  the court
         dismissed with prejudice Peter Halmos' claims regarding  alleged rights
         to  "incentive   compensation,"  stock  options  or  their  equivalent,
         wrongful  termination  and  defamation.  Mr.  Halmos has appealed  this
         ruling;  briefing has not been  completed and no date for oral argument
         has  been  set.   SafeCard  has  filed  an  answer  to  the   remaining
         indemnification  claims. Its obligation to file an answer to the claims
         of Myron Cherry have been stayed pending settlement discussions.

         A suit by Peter  Halmos,  purportedly  in the name of Halmos  Trading &
         Investment Company,  seeking monetary damages and specific  performance
         against  SafeCard,  one  of its  officers  and  one  of  the  Company's
         directors in Circuit Court in Broward County, Florida, making a variety
         of claims  related  to the  contested  lease of  SafeCard's  former Ft.
         Lauderdale  headquarters.  SafeCard  has vacated the  building,  ceased
         making  payments  related  to the Ft.  Lauderdale  lease  and has filed
         counterclaims.  In May 1994, the court  dismissed Peter Halmos' amended
         counterclaim  for breach of  contract  for  indemnity  and  intentional
         infliction of emotional  distress but gave leave to amend. In June 1994
         Peter Halmos filed a second  amended  counterclaim  purporting to state
         claims for  intentional  infliction  of emotional  distress,  fraud and
         negligent  misrepresentation  and declaratory judgment based on alleged
         breach of contract for  indemnity  or, in the  alternative,  promissory
         estoppel, related to indemnification of legal expenses in this lawsuit.
         In January 1995, Peter Halmos filed a third amended  counterclaim which
         was  identical  in  all  material   respects  to  the  second   amended
         counterclaim.  On January 17,  1995,  SafeCard  filed its answer to the
         third amended  counterclaim.  On October 30, 1995, the court  dismissed
         Peter   Halmos'    claims    against   the   Company   for   fraudulent
         misrepresentation  and specific  performance  and  dismissed all claims
         against the Company's director. Discovery is proceeding. Trial is 
         expected to occur in the first quarter of 1996.
    
   
         A suit which seeks monetary damages and certain  equitable relief filed
         by SafeCard in August 1993 in Laramie  County  Circuit Court in Wyoming
         against  Peter Halmos and related  entities  alleging that Peter Halmos
         dominated and  controlled  SafeCard,  breached his fiduciary  duties to
         SafeCard,  and misappropriated  material non-public information to make
         $48 million in profits on sales of SafeCard  stock.  In March 1994, Mr.
         Halmos and related  entities filed a counterclaim  in which claims were
         made of conspiracy in restraint of trade,  monopolization and attempted
         monopolization,  unfair  competition and restraint of trade,  breach of
         contract  for  indemnity  and   intentional   infliction  of  emotional
         distress. SafeCard's motion to sever the conspiracy, monopolization and
         restraint of trade  claims was granted in May 1994.  The claims for the
         conspiracy,  monopolization,  restraint of trade and unfair competition
         were dismissed  without  prejudice in June 1994. On April 12, 1995, the
         trial  court  granted  the  motion of Mr.  Halmos and  certain  related
         entities  to  amend  their  counterclaims.  The  amended  counterclaims
         include claims for  indemnification  for legal expenses incurred in the
         action and a claim that SafeCard's  contract with CreditLine  should be
         rescinded.  On April 19,  1995,  the trial court  granted  Mr.  Halmos'
         motion for summary  judgment that certain of SafeCard's  claims against
         him were barred by the statute of  limitations.  SafeCard  has filed an
         appeal,  and the Court has entered an order  staying all action on both
         the  counterclaims  and  the  Company's  claims  pending  appeal.  Oral
         argument on the appeal has been scheduled for November 15, 1995.

         A suit seeking  monetary  damages by Peter Halmos,  purportedly  in his
         name and in the name of CreditLine Corporation and Continuity Marketing
         Corporation  against  SafeCard,  one of its  officers  and three of the
         Company's  directors in United  States  District  Court in the Southern
         District of Florida, in September 1994 purporting to state various tort
         claims,  state and  federal  antitrust  claims and claims of  copyright
         infringement.  The claims principally relate to the allegation by Peter
         Halmos and his companies  that SafeCard has taken action to prevent him
         from being a successful competitor.  On December 9, 1994, SafeCard, its
         officer and the Company's  directors  moved to dismiss the lawsuit.  On
         March 8, 1995,  the court granted Mr.  Halmos'  motion to file a second
         amended  complaint.  On March 28, 1995,  SafeCard,  its officer and the
         Company's  directors again moved to dismiss the lawsuit.  All discovery
         in the case has been stayed  pending a ruling on the motion to dismiss.
         On August 16, 1995, the United States  Magistrate  Judge filed a Report
         and Recommendation that the case be dismissed.

         A suit seeking  monetary  damages by Peter  Halmos,  as trustee for the
         Peter A. Halmos  revocable  trust dated January 24, 1990 and the Halmos
         Foundation,  Inc.,  individually  and James L. Binder as custodian  for
         Elizabeth  Binder;  Edward  Dubois;  Sheila  Ann  Dubois,  as  personal
         representative of the Estate of Winifred Dubois; G. Neal Goolsby,  John
         E.  Masters,  individually  and as  custodian  for  Gregory  Halmos and
         Nicholas  Halmos;  and J.B.  McKinney on behalf of  themselves  and all
         others similarly situated against SafeCard, one of its officers, one of
         its former officers and three of the Company's  directors in the United
         States District Court for the Southern  District of Florida in December
         1994. This litigation involves claims by a putative class of sellers of
         SafeCard stock for the period January 11, 1993 through December 8, 1994
         for alleged  violations  of the federal and states  securities  laws in
         connection with alleged  improprieties in SafeCard's investor relations
         program.  The complaint also includes  individual  claims made by Peter
         Halmos  in  connection  with  the  sale  of  stock  by the  two  trusts
         controlled  by him. The  Complaint was amended on September 13, 1995 to
         join James L. Binder  individually  and as  custodian  for the James L.
         Binder,  D.D.S.,  P.C.  Profit  Sharing  Trust  II.  SafeCard  and  the
         individual  defendants  have filed a motion to dismiss.  There has been
         limited discovery on class  certification  and  identification of "John
         Doe" defendant issues.

         A suit seeking monetary damages and injunctive relief by LifeFax,  Inc.
         and Continuity Marketing  Corporation,  companies affiliated with Peter
         Halmos,  in the State Circuit  Court in Palm Beach  County,  Florida in
         April 1995  against  the  Company,  Family  Protection  Network,  Inc.,
         SafeCard,  one of the  Company's  directors  and  the  Company's  Chief
         Executive  Officer  purporting  to  state  various  statutory  and tort
         claims.  The  claims  principally  relate  to the  allegation  by these
         companies that SafeCard's  Early Warning Service and Family  Protection
         Network were  conceived  and  commercialized  by, among  others,  Peter
         Halmos and have been improperly  copied.  An amended complaint filed on
         June 14, 1995 seeking monetary damages adds to the prior claims certain
         claims by Nicholas  Rubino that  principally  relate to the  allegation
         that  SafeCard's Pet  Registration  Product was conceived by Mr. Rubino
         and  has  been  improperly  copied.  The  Company  and  the  individual
         defendants  have filed a motion to dismiss  the  amended  complaint.  A
         hearing was held on the motion to dismiss on October 13, 1995,  and the
         court is considering this motion.

         A suit seeking monetary damages and declaratory relief by Peter Halmos,
         individually  and as trustee  for the Peter A. Halmos  Revocable  Trust
         dated January 24, 1990 and by James B.  Chambers,  individually  and on
         behalf  of  himself  and all  others  similarly  situated  against  the
         Company,  SafeCard,  each of the  members  of the  Company's  Board  of
         Directors,   three  non-board  member  officers  of  the  Company,  the
         Company's  outside auditor and one of the Company's  outside counsel in
         the United States  District Court for the Southern  District of Florida
         in June 1995.  The  litigation  involves  claims by a putative class of
         purchasers of the Company  stock between  December 14, 1994 and May 25,
         1995 and on  behalf  of a  separate  class  of all  record  holders  of
         SafeCard  stock as of April 27, 1995. The putative class claims are for
         alleged  violations of the federal  securities laws, for alleged breach
         of fiduciary  duty and alleged  negligence in  connection  with certain
         matters voted on at the Annual Meeting of SafeCard stockholders held on
         April 27, 1995. The Company and the individual  defendants have filed a
         motion to dismiss  these  claims.  There has been limited  discovery on
         class certification issues.

         A  purported  shareholder  derivative  action  initiated  by Michael P.
         Pisano,  on behalf of himself and other  stockholders  of SafeCard  and
         Ideon Group,  Inc.  against  SafeCard,  Ideon Group Inc.,  two of their
         officers,  and the Company's directors in United States District Court,
         Southern District of Florida.  This litigation involves claims that the
         officers and  directors of SafeCard have  improperly  refused to accede
         Peter  Halmos'  litigation  and  indemnification  demands  against  the
         Company.  The Company and the individual  defendants have filed motions
         to dismiss the first amended  complaint.  On September 29, 1995, Pisano
         filed a second amended  complaint which made additional  allegations of
         waste and mismanagement against the Company's officers and directors in
         connection  with the Family  Protection  Network and PGA Tour  Partners
         products.
    

         A suit seeking monetary damages filed by Peter Halmos against SafeCard,
         one of its directors, its former general counsel, and its legal counsel
         in the Circuit Court, Fifteenth Judicial Circuit, in and for Palm Beach
         County,  Florida on August 10, 1995. This litigation involves claims by
         Peter  Halmos  for breach of  fiduciary  duty and  constructive  fraud,
         fraud,  and  negligent  misrepresentation  and is based on  allegations
         arising out of the resolution of a shareholder  class action lawsuit in
         1991 and SafeCard's  subsequent  filing of an action against Halmos and
         his related  companies in Wyoming in 1993.  SafeCard has filed a motion
         to dismiss which has been set for hearing on January 11, 1996.

   
         A suit by Lois  Hekker on behalf of herself  and all  others  similarly
         situated  seeking  monetary  damages  against the Company and its Chief
         Executive  Officer in the United States  District  Court for the Middle
         District of Florida on July 28, 1995. The litigation involves claims by
         a putative  class of purchasers  of the Company's  stock for the period
         April 25,  1995  through  May 25,  1995 for  alleged  violation  of the
         federal  securities  laws in connection  with statements made about the
         Company's business and financial performance. Defendants filed a motion
         to dismiss on October 2, 1995.
    
         A declaratory  judgment action by the Company and its directors against
         Peter Halmos in Delaware Chancery Court, New Castle County. This action
         seeks a declaration  regarding the  Company's  advance  indemnification
         obligations,  if any,  to Peter  Halmos who has made  numerous  advance
         indemnification  demands  on the  Company in  connection  with his many
         litigations.

         A suit by High Plains Capital  Corporation  against Ideon Group,  Inc.,
         SafeCard,  two of its directors and The  Dilenschneider  Group, Inc. in
         Circuit Court in Palm Beach County,  Florida.  This litigation involved
         claims by High Plains  Capital  Corporation,  a corporation  with which
         Peter Halmos is affiliated,  for certain incentive compensation arising
         out of Halmos' affiliation with SafeCard. The Complaint includes claims
         for breach of written  agreements  regarding  additional  services  and
         expenses,  an  alternative  claim for quantum  meruit  based on written
         agreement  and a count  for  tortious  interference  with  advantageous
         business  relationship.  The  complaint  has not yet been served on the
         Company.

         A suit filed by High Plains  Capital  Corporation  against Ideon Group,
         Inc. and SafeCard in Circuit  Court in Broward  County,  Florida.  This
         litigation  involves  claims  by High  Plains  Capital  Corporation,  a
         corporation  with which Peter Halmos is affiliated,  for alleged breach
         of oral contract,  alleged violation of Florida's Uniform Trade Secrets
         Act, alleged misappropriation of trade secrets and for declaration that
         certain  alleged trade secrets are the property of High Plains  Capital
         Corporation. The complaint has not yet been served on the Company.

         The Company believes that it has proper and meritorious claims and 
     defenses in these lawsuits which it intends to vigorously pursue. 
     Resolution of any or all of these litigation matters could have a material 
     impact (either favorable or unfavorable depending on the outcome) upon the 
     Company's operations, liquidity and financial condition.

     Other Matters
         In May 1995, the Company announced the signing of a definitive purchase
     agreement to acquire a 350,000  square foot  building and related  property
     for approximately  $39,000,000.  As part of the agreement, the Company paid
     $3,900,000  into an escrow account as a  nonrefundable  deposit pending the
     completion  of the  purchase  in  early  1996.  In  light  of  the  product
     abandonments and restructurings discussed in Note 3, management included an
     amount related to the impairment of this deposit in the corporate charge of
     $7,176,000 recorded in the second quarter.  Management is currently working
     with the  building  owner to  facilitate  a sale of the building to a third
     party from which the Company expects to recover a portion of the deposit.





<PAGE>


                                          REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
   of Ideon Group, Inc.

We have  reviewed the  accompanying  consolidated  balance sheet of Ideon Group,
Inc. (formerly  SafeCard  Services,  Incorporated) as of September 30, 1995, the
related consolidated  statement of operations for the three-month and nine-month
periods  then  ended  and  the  consolidated  statement  of cash  flows  for the
nine-month period ended September 30, 1995, appearing in the Company's Form 10-Q
for the quarter ended September 30, 1995. We also have reviewed the consolidated
statements of income for the three-month  and nine-month  periods ended July 31,
1994 and the  consolidated  statement  of cash flows for the  nine-month  period
ended July 31, 1994  appearing in the Company's  Form 10-Q for the quarter ended
September 30, 1995.  This  financial  information is the  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  information  for it to be in conformity
with generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing  standards,
the consolidated balance sheet of SafeCard Services,  Incorporated as of October
31,  1994,  and the related  consolidated  statements  of  earnings,  changes in
stockholders'  equity,  and cash flows for the year then  ended  (not  presented
herein),  and in our report  dated  December  5, 1994,  except for Note 1, as to
which the date is March 24, 1995, we expressed an  unqualified  opinion on those
consolidated financial statements. In our opinion, the accompanying consolidated
balance  sheet  information  as of October  31,  1994,  is fairly  stated in all
material  respects in relation to the  consolidated  balance sheet from which it
has been derived.




PRICE WATERHOUSE LLP
Tampa, Florida
October 23, 1995


<PAGE>


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

     References  herein to the third  quarter 1995 and to the third quarter 1994
refer  to the  three  months  ended  September  30,  1995  and  July  31,  1994,
respectively.  References  to 1995 and  1994  refer  to the  nine  months  ended
September 30, 1995 and July 31, 1994, respectively.  Management does not believe
that  preparation  of  financial  statements  for the three or nine months ended
September  30,  1994  would  result  in any  more  comparable  information,  and
therefore,  the additional  costs which would have been incurred to prepare such
financial statements would not be justified.

   
     Ideon Group,  Inc. resulted from the  reorganization of SafeCard  Services,
Inc.   approved  by  shareholders  on  April  27,  1995.  As  a  result  of  the
reorganization, Ideon is a holding company with current business units including
SafeCard  Services,  Inc., Wright Express  Corporation,  National Leisure Group,
Inc. and Ideon Marketing and Services  Company.  The operations of an additional
business unit,  Family  Protection  Network,  Inc.,  have been  discontinued  as
described below.
    

RESULTS OF OPERATIONS

CONSOLIDATED
Overview
   
     The Company reported a pre-tax loss of $12,152,000, resulting in a net loss
of $7,778,000,  or $.28 per share,  for the third quarter 1995. The pre-tax loss
includes a special charge of $10,861,000  for costs  associated with the further
abandonment of Ideon Marketing and Services  product  developmental  efforts and
the reduction of SafeCard and corporate staff and expenses.  As discussed in the
second  quarter Form 10-Q,  the Company  attempted to launch two new  businesses
late in the first  quarter  and early in the second  quarter  of 1995.  Consumer
response rates to the products  offered by these  businesses were  significantly
lower  than  management's  expectations  and  these  products  proved  not to be
economically  viable.  The Company closed its Family Protection Network business
unit and  significantly  reduced the size of its Ideon  Marketing  and  Services
business unit,  returning it to a developmental mode, in the second quarter. The
third quarter  special  charge  includes  costs to  discontinue  the credit card
servicing  operation of Ideon  Marketing and Services and to reduce SafeCard and
corporate staff and overhead expenses.

     The Company  expects to record a loss for the year ended  December 31, 1995
as a result of the actions described above.
    

Revenues
     Revenues  increased  $11,128,000,  or 24.0%, for the third quarter 1995 and
$35,581,000,  or 25.5%,  for the nine months ended  September  30, 1995 over the
comparable  periods in 1994. The increases are primarily due the acquisitions of
Wright Express in September 1994 and National  Leisure Group in January 1995 and
revenue growth at SafeCard.


<PAGE>



Operating Income
   
     The  Company   incurred   pre-tax   operating  losses  of  $12,152,000  and
$84,604,000 during the three and nine months ended September 30, 1995,  compared
to pre-tax  operating income of $8,278,000 and $22,691,000  during the three and
nine months ended July 31, 1994. The decline in operating  income was the result
of  the  expenses   incurred  in  connection  with  the  launch  and  subsequent
abandonment  of  the  two  new  product  development   initiatives  and  related
restructuring  discussed  above. The operating losses include special charges of
$10,861,000  and  $45,017,000  for the three and nine months ended September 30,
1995 for costs  associated  with the  abandonment  of these product  development
efforts and the reduction of SafeCard and corporate staff and overhead expenses.
The  charges  include  severance  payments  to  terminated  employees,  costs to
terminate  equipment and facilities leases, the recording of certain commitments
and write-downs taken for asset impairments as a result of these actions.
    


<PAGE>


     The following  tables  summarize  operating  results by business  unit. The
"Developmental  Operations"  column  includes  the  operating  results  of Ideon
Marketing   and  Services  and  Family   Protection   Network,   the   Company's
developmental  stage business units. Prior year financial  information  includes
the operating results of SafeCard and general corporate activities.

<TABLE>
<CAPTION>

For the three months ended September 30, 1995 (in thousands):

                                                       National    Develop-     Corporate
                                        Wright         Leisure      mental         and
                           SafeCard      Express        Group     Operations      Other        Total
<S>                        <C>          <C>          <C>          <C>           <C>          <C>
Membership and
  subscription revenue     $  44,724                                                         $ 44,724
Card acquisition and
  services  revenue                     $   6,025                                               6,025
Consumer marketing
  revenue                      2,601                 $   3,012                                  5,613
Interest and other
   income                        155                                         $     1,026        1,181
                           ---------    ---------      ------       -------        -----        -----
Total revenue                 47,480        6,025        3,012                     1,026       57,543
                              ------        -----      -------                     -----       ------
Total costs and
 expenses                     42,022        5,056        3,313     $  9,190       10,114       69,695
                              ------      -------        -----     --------       ------       ------
Income (loss) before
  provision for income
  taxes                    $   5,458    $     969    $    (301)   $  (9,190)    $ (9,088)    $(12,152)
                           =   =====    ==  =====    =    =====   =  ======     = ======     ======== 

</TABLE>

<TABLE>
<CAPTION>

For the three months ended July 31, 1994 (in thousands):

                                                      National     Develop-     Corporate
                                        Wright         Leisure      mental         and
                           SafeCard      Express        Group     Operations      Other        Total
<S>                        <C>          <C>           <C>         <C>           <C>          <C>
Membership and
  subscription revenue     $  41,423                                                         $ 41,423
Card acquisition and
  services  revenue
Consumer marketing
  revenue                      2,746                                                            2,746
Interest and other
   income                         79                                             $ 2,167        2,246
                          ----------                                             -------        -----
Total revenue                 44,248                                               2,167       46,415
                              ------                                               -----       ------
Total costs and
 expenses                     33,040                                    745        4,352       38,137
                              ------                                    ---        -----       ------
Income (loss) before
  provision for income
  taxes                    $  11,208                              $    (745)     $(2,185)    $  8,278
                           =  ======                              =========      =======     =  =====

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

For the nine months ended September 30, 1995 (in thousands):

                                                       National    Develop-     Corporate
                                        Wright         Leisure      mental         and
                          SafeCard       Express        Group     Operations      Other        Total
<S>                        <C>          <C>         <C>           <C>           <C>          <C>
Membership and
  subscription revenue     $ 132,427                                                         $132,427
Card acquisition and
  services  revenue                     $  16,726                                              16,726
Consumer marketing
  revenue                      7,772                 $  12,063                                 19,835
Interest and other
   income                        448                        24                  $  5,543        6,015
                             -------       ------     --------                     -----      -------
Total revenue                140,647       16,726       12,087                     5,543      175,003
                             -------       ------     --------                     -----      -------
Total costs and
 expenses                    116,549       14,386       10,348     $ 83,166       35,158      259,607
                             -------     --------       ------     --------       ------      -------
Income (loss) before
  provision for income
  taxes                    $  24,098    $   2,340    $   1,739    $ (83,166)    $(29,615)    $(84,604)
                           =  ======    == ======    =   =====    = =======     ========     ======== 

</TABLE>

<TABLE>
<CAPTION>

For the nine months ended July 31, 1994 (in thousands):

                                                      National     Develop-     Corporate
                                        Wright         Leisure      mental         and
                           SafeCard      Express        Group     Operations      Other        Total
<S>                        <C>          <C>           <C>         <C>           <C>       <C>
Membership and
  subscription revenue     $120,042                                                       $   120,042
Card acquisition and
  services  revenue
Consumer marketing
  revenue                      8,073                                                            8,073
Interest and other
   income                        229                                            $ 11,078       11,307
                               -----                                            ---------      ------
Total revenue                128,344                                              11,078      139,422
                             -------                                              ------      -------
Total costs and
 expenses                     94,786                                  1,014       20,931      116,731
                              ------                                  -----       ------      -------
Income (loss) before
  provision for income
  taxes                    $  33,558                              $  (1,014)    $ (9,853)    $ 22,691
                           =  ======                              =========     = ======     ========

</TABLE>



<PAGE>


SAFECARD SERVICES
Business Overview
     SafeCard is a provider of credit card enhancement and continuity  products.
Subscriptions for continuity services are primarily marketed through credit card
issuers  by using mail and  telemarketing  solicitations.  SafeCard's  principal
service is credit card registration and loss notification ("Hot-Line"),  whereby
SafeCard  gives prompt notice to credit card issuers upon being  informed that a
subscriber's credit cards have been lost or stolen. Subscriptions for continuity
services  typically  continue  annually or  periodically  unless canceled by the
subscriber.  SafeCard also markets other continuity services including fee-based
credit cards ("Fee Card"),  reminder services and a personal credit  information
service ("CreditLine").

   
     SafeCard markets its products and services through approximately 160 credit
card issuers  including banks,  oil companies and retailers.  New contracts have
been signed with six existing clients during 1995, including an extension of the
Company's contract with Citibank through the year 2000. SafeCard has also signed
a letter of intent for a new five-year  cooperative  business  relationship with
Sears  Roebuck & Company  which is  expected to become  effective  on January 1,
1996. As previously reported, SafeCard has ceased new marketing with Texaco.

     While modest growth in Hot-Line  subscription  revenues through credit card
issuers may be achievable in the future,  the Company  believes that  successful
development of new products and services will become  increasingly  important to
the future  growth of SafeCard  revenues  and  operating  income.  However,  the
viability of new products and services under  development is not assured and the
timing of bringing such new products and services to market cannot be estimated.
    

Revenues
     Membership and subscription revenue, net increased 8.0% from $41,423,000 in
the second quarter 1994 to  $44,724,000  in the second quarter 1995.  Membership
and  subscription  revenue  increased 10.3% to $132,427,000  for the nine months
ended  September 30, 1995 from  $120,042,000  for the nine months ended July 31,
1994. Membership and subscription revenue represents the amortization of advance
payments  received  from  subscribers  to  SafeCard's  credit  card  enhancement
continuity  services  such as Hot-Line and Fee Card.  The increases are due to a
combination  of factors,  including an increase in the number of  subscribers to
SafeCard's  Hot-Line,  Fee Card and CreditLine services, a shift in sales mix to
higher priced  products,  such as  CreditLine,  and a price increase for certain
Hot-Line  subscriptions which began in 1993. Membership and subscription revenue
is reported net of an allowance for  cancellations.  Billings for  subscriptions
are deferred and  amortized  to revenue over the related  subscription  periods,
generally one or three years.



<PAGE>


The  following  table  details  renewal rates at September 30, 1995 and July 31,
1994:

         Subscription Product                         1995              1994
         --------------------                         ----              ----
         Single year Hot-Line                           76%              75%
         Multi-year Hot-Line                            47%              48%
         Fee Card (primarily single year)               80%              81%

   
     Renewal rates are computed by comparing the number of paid  subscribers  at
the end of the period for each  subscriber  campaign  pool to the number of paid
subscribers at the beginning of the period.  SafeCard  monitors renewal rates by
product by client on a monthly basis.  Renewal rates of subscribers are affected
by a variety of factors,  including the number and mix of subscribers  renewing,
economic factors, changes in the credit card industry and other factors, some of
which  may be  beyond  SafeCard's  control,  as  well  as the  effectiveness  of
retention programs.
    

     The following table details  subscriber  activity for the nine months ended
September 30, 1995 and July 31, 1994 for SafeCard's  credit card enhancement and
continuity services.
<TABLE>
<CAPTION>

                      Beginning              New                                    Ending
                     Subscribers        Subscribers         Cancellations        Subscribers
                     -----------        -----------         -------------        -----------
       <S>           <C>                  <C>                  <C>               <C>                      
       1995          13,046,000           2,847,000            (2,719,000)       13,174,000
       1994          12,043,000           3,630,000            (2,797,000)       12,876,000
</TABLE>

     New subscribers  represent fee-paying  subscribers obtained through various
marketing channels. Free trial subscriptions which are offered periodically as a
marketing   technique  are  excluded  from  the   subscriber   activity   above.
Cancellations  consist of both  voluntary  and  involuntary  membership  losses.
Voluntary  cancellations  result  from  members  electing to  discontinue  their
subscriptions.  Involuntary cancellations result from the closure of credit card
accounts or other events beyond SafeCard's control.

   
     Membership and subscription  revenues are dependent on a variety of factors
including   subscription  fees,  net  response  rates  (gross  enrollments  less
cancellations),  the extent of new marketing activities and renewal rates. These
factors are further affected by economic conditions,  interest rates, the number
of credit cards in use,  demographic trends,  consumers'  propensity to buy, the
degree of market  penetration and the  effectiveness  of subscriber  acquisition
concepts, solicitation materials and marketing strategies.

     Changes in marketing  emphasis and the extent of new marketing  with credit
card issuers affects the number of potential subscribers.  In addition,  certain
card issuers, including Citibank, have begun to limit telemarketing performed by
SafeCard and other  enhancement  providers to their customer lists. As a result,
SafeCard has developed  alternative  marketing  channels,  such as  solicitation
efforts during credit card  activation.  In addition,  SafeCard is expanding its
use of customer modeling in order to more effectively solicit likely purchasers.
SafeCard  expects that these efforts will partially  offset the negative effects
of reduced telemarketing contacts.

     At any given point in time,  SafeCard is in  contractual  discussions  with
various  current and potential  card issuer  clients  regarding the state of its
relationship,  the extent of new  marketing,  new  product  offerings  and other
matters.  SafeCard has signed a letter of intent for a new five-year cooperative
business  relationship with Sears Roebuck & Company. In connection with this new
agreement,  which is expected to be effective January 1, 1996, Sears will assume
additional  marketing costs and SafeCard's overall margins will be reduced. As a
result,  SafeCard  expects  pretax income from existing  products to be lower by
approximately  $2,000,000  in 1996.  In addition,  SafeCard will be working with
Sears to develop and test new card  enhancement  products  which  could  provide
growth potential.  Future changes in business strategy by credit card issuers or
relationships with such issuers could have an adverse impact on the revenues and
earnings of SafeCard.
    

     SafeCard also generated consumer marketing revenue from its discount travel
service  and  date  reminder  service,  including  the  sale  of  calendars  and
appointment  books.  Consumer  marketing revenue decreased 5.3% to $2,601,000 in
the third  quarter 1995 as compared to  $2,746,000 in the third quarter 1994 and
decreased  3.7% to  $7,772,000  for the nine months ended  September 30, 1995 as
compared to $8,073,000 for the nine months ended July 31, 1994.

Operating Income
     Operating  income  decreased  51.3% to $5,458,000 in the third quarter 1995
compared to $11,208,000  in the third quarter 1994 and 28.2% to $24,098,000  for
the nine months ended  September 30, 1995 compared to  $33,558,000  for the nine
months ended July 31, 1994.  The decrease in operating  income was primarily the
result of a third quarter  restructuring  charge,  the change in amortization of
subscriber  acquisition costs adopted in December 1994,  increased marketing and
new product development costs and increased facilities and equipment costs.

   
     As previously discussed,  the Company has reviewed and evaluated SafeCard's
organization and structure. A restructuring charge of $3,010,000 was recorded in
the third  quarter  to cover the  associated  costs of  streamlining  SafeCard's
operating structure. Approximately 70 positions have been eliminated and several
functions will be  restructured  to take  advantage of operational  efficiencies
obtained from automation programs recently implemented.
    

     Prior to 1995,  deferred  subscriber  acquisition costs were amortized over
the expected life of the subscriber  including  renewal  periods (10 to 12 years
for single year and multi-year subscriptions,  respectively). As of December 31,
1994, the amortization  periods were shortened to match the initial subscription
period  (1  to  3  years).  As a  result  of  the  change,  deferred  subscriber
acquisition  costs  in 1995  are  recognized  on a more  accelerated  method  as
compared to the prior year.

   
     Beginning  in late 1994 and  continuing  through  the third  quarter  1995,
SafeCard increased its marketing and new product development efforts in order to
expand  its  product  lines and  better  target  new  customers.  These  efforts
translated into higher marketing and product development  expenses of $2,200,000
and  $5,400,000  for the three and nine month periods ended  September 30, 1995,
respectively, which were partially offset by higher revenues.
    

     SafeCard also experienced  higher facilities and equipment  expenses during
1995  compared to 1994 due to  increased  depreciation  associated  with capital
expenditures in 1994 and 1995. Since October 31, 1994, capital expenditures have
totaled $13,000,000, including approximately $8,000,000 for the expansion of the
Cheyenne operating center. The remainder  represents upgraded computer equipment
and systems.


WRIGHT EXPRESS
Business Overview
     Wright  Express,  acquired in  September  1994,  provides  transaction  and
information  processing services to oil companies and commercial  transportation
fleets  primarily  through a national  credit card network  program,  the Wright
Express  Universal  Fleet  card  ("the WEX  card")  and  through  private  label
processing  arrangements for retail fuel marketers.  

     The WEX card is accepted at approximately  90,000 fueling  locations in the
United States and is used by fleets  covering over  one-half  million  vehicles.
Wright Express  programs  include  co-branded fleet fueling programs for many of
the nation's vehicle leasing companies.

     Wright  Express is continuing  the  development of products which will take
advantage of the vast amount of fuel and transaction  data it gathers on a daily
basis. Wright Express expects to analyze,  interpret and format this data into a
series of ongoing  reports  which can be made  available  to  economists,  fleet
managers,  oil companies and  government  agencies for the purpose of projecting
fuel consumption and retail pricing.

   
     Competition for Wright Express  primarily exists in the form of oil company
credit cards and other competing  fleet cards,  including those offered by large
card associations and financial  institutions.  Generally,  what  differentiates
Wright  Express  from its  competition  is the  array of  ancillary  information
processing  services  that are  offered in  addition  to the basic  credit  card
service.  These oil companies and certain other  competitors are larger and have
greater financial and other resources than Wright Express or the Company.  There
can be no assurance that Wright  Express will not face increased  competition in
the future.
    

Revenues
     Card  acquisition and services  revenue was $16,726,000 for the nine months
ended September 30, 1995,  including  revenue of $6,025,000 in the third quarter
1995 compared to $5,791,000 in the second quarter of 1995. Card  acquisition and
services  revenue is principally  in the form of transaction  fees deducted from
amounts  remitted to retail fueling  merchants and monthly fees charged to fleet
customers.

   
     Card acquisition and services revenue varies as a result of changes in fuel
prices  and the  volume  of fuel  purchased.  Amounts  owed  to  retail  fueling
merchants  decreased  approximately 5% from the second quarter 1995 to the third
quarter  1995 as a  result  of a  corresponding  decline  in fuel  prices.  This
reduction in card  acquisition  and services  revenue was more than offset by an
increase  in the  volume of fuel  purchased  on both the WEX and  private  label
program cards from 123 million gallons in the second quarter 1995 to 139 million
gallons in the third quarter 1995.  This volume  represents  less than 2% of the
30-35 billion  gallon annual  automobile  and light truck fleet fueling  market,
which is part of a larger 50-55 billion gallon commercial fleet fueling market.
    

Operating Income
     Operating  income  was  $969,000  in the third  quarter  1995  compared  to
$701,000 in the second quarter 1995. The increase in operating  income is due to
the increase in card  acquisition  and  services  revenue,  as described  above,
offset by a slight increase in operating expenses and product development costs.


NATIONAL LEISURE GROUP
Business Overview
   
     As  discussed  in Note 4 of Notes  to  Consolidated  Financial  Statements,
National  Leisure Group was acquired  effective  January 1995.  National Leisure
Group provides  vacation travel  packages and cruises  directly to the public in
partnership  with  established  retailers and  warehouse  clubs  throughout  New
England and with credit card  issuers and travel club  members  nationwide.  The
majority of bookings have historically been generated in New England area retail
stores such as Filene's Basement and, as a result,  are dependent upon the level
of customer traffic in these stores.  However, sales through credit card issuers
and travel clubs are becoming significant new sources of growth.
    

Revenues
     Consumer  marketing  revenue for National Leisure Group was $12,063,000 for
the nine months ended  September 30, 1995,  reflecting  revenue of $3,012,000 in
the third  quarter 1995,  compared to $3,424,000 in the second  quarter 1995 and
$5,627,000 in the first quarter 1995.  National  Leisure  Group's  revenues have
historically  come primarily from retail outlets in the New England area and are
highly seasonal in nature with the majority of sales in the winter months (first
and fourth  quarters).  Revenue was also negatively  impacted by adverse weather
conditions at several popular vacation  destinations  which reduced new bookings
and increased  cancellations.  Revenues are primarily generated from commissions
paid by cruiselines and vacation package wholesalers.

Operating Income
     National  Leisure  Group had an  operating  loss of  $301,000  in the third
quarter 1995  compared to  operating  income of  $1,680,000  and $360,000 in the
first and second quarters of 1995, respectively. The decrease from the preceding
1995 quarters are due to the seasonality of National Leisure Group's business in
which most  bookings  occur  during the first and fourth  quarters  of each year
(i.e. the fall and winter months) and the negative impact of weather  conditions
at destination sites, as noted above.



DEVELOPMENTAL OPERATIONS
     The "Developmental  Operations" column of the business units table includes
the  operating  results of Family  Protection  Network and Ideon  Marketing  and
Services (including Collections of the Vatican Museums). Revenues generated from
these  developmental  efforts  are not  material  and have been  netted  against
operating expenses for financial statement presentation. The losses presented in
the table include the actual losses from  operations and the associated  product
abandonment costs recorded in 1995.

Business Overview
Family Protection Network
   
     Family  Protection  Network  ("FPN") was  initiated as a  nationwide  child
registration and search product. The Company expended  approximately  $7,000,000
to develop the concept during 1994 and through March 31, 1995.  These costs were
expensed  as  research  and new product  development  costs as incurred  and are
included  in costs  related  to  products  abandoned  and  restructuring  in the
Statement of Operations. The Company launched the new business in April 1995.

     In  late  May  1995,   preliminary  launch  results  indicated  lower  than
anticipated  consumer  response  rates and the  Company  announced  its plans to
reduce  marketing  expenditures  while  analyzing  product  designs  as  well as
distribution  channels.  During June 1995, FPN used  in-market  mailings to test
different product configurations and price points and to verify the results from
the initial launch that the products were not economically  viable.  As a result
of  the  unsuccessful  product  launch  and  the  subsequent  unsuccessful  test
mailings, the Company discontinued Family Protection Network.
    

Ideon Marketing and Services Company
   
     Ideon Marketing and Services ("IMS") activities were initiated in 1994 as a
platform to develop,  manage,  market and service  co-branded  credit cards. The
first product to result from this developmental effort was an initiative between
the Company,  the PGA TOUR and SunTrust  BankCard  N.A. to develop and market an
expanded PGA TOUR Partners program,  including a co-branded credit card. IMS has
proceeded on two  developmental  tracks--development  and launch of the expanded
Partners   program  and  continued   research  and   development  of  additional
co-branding opportunities.  From inception through March 31, 1995, $9,000,000 of
costs incurred in both research and development  efforts  (multiple  co-branding
opportunities  and the Partners  program)  were expensed as incurred as research
and new product  development costs and are included in costs related to products
abandoned and restructuring in the Statement of Operations.

     An expanded  Partners  credit card  program was  launched in late March and
early April 1995. In late May 1995,  preliminary  launch results indicated lower
than anticipated  consumer response rates and the Company announced its plans to
reduce  marketing  expenditures  while  analyzing  product  designs  as  well as
distribution  channels.  During June 1995,  the  Company  began  in-market  test
mailings  to  determine   product   viability  and  test   alternative   product
configurations.  The results of these test mailings were not satisfactory.  As a
result,  the Company ceased  marketing the PGA TOUR Partners credit card program
and eliminated  approximately  two-thirds of IMS' marketing and customer service
positions.  The remaining employee base was kept to continue the development and
testing of new PGA TOUR offerings.
    

     On  September  14,  1995,  after a  period  of  product  redesign  and test
marketing,  the  Company  announced  that it would  discontinue  its credit card
servicing  role in connection  with the PGA TOUR  Partners  credit card program.
This resulted in the elimination of approximately 60 additional  positions.  IMS
plans to continue its PGA TOUR Partners membership servicing role while SunTrust
will assume credit card servicing responsibilities.

     IMS also continues  testing its Collections of the Vatican Museums program,
with  catalog  mailings  during the third and fourth  quarters of 1995.  IMS has
spent  approximately  $1,800,000 on this program in 1995 and expects to incur an
additional  $650,000 over the  remainder of the year to complete test  marketing
efforts.  The future  development of this program will be evaluated based on the
results of the catalog test marketing.

Operating Loss
   
     FPN  and  IMS  incurred  a  combined   operating  loss  of  $9,190,000  and
$83,166,000  for the three and nine month  periods  ended  September  30,  1995,
including  special charges of $3,612,000 and $26,980,000  taken in the third and
second  quarters  of 1995,  respectively,  to cover  costs  associated  with the
product abandonments.
    

     For the  third  quarter  1995,  IMS had an  operating  loss of  $9,190,000,
including  $5,578,000  related to marketing and  operational  costs incurred and
$3,612,000  related  to the  cost of  employee  severance,  costs  to  terminate
equipment and  facilities  leases and the  recognition  of certain  commitments.
Marketing and operational costs incurred include $829,000 for the Collections of
the Vatican Museums test marketing. Marketing and operational costs incurred for
the nine months ended September 30, 1995 totaled $31,796,000 while costs related
to product abandonment amounted to $21,606,000.

     The  operations  of FPN were  discontinued  effective  June 30,  1995.  FPN
incurred an  operating  loss of  $29,765,000  for the six months  ended June 30,
1995,  including  $20,778,000 of marketing and operational  costs and $8,987,000
related to the cost of employee  severance,  costs to  terminate  equipment  and
facilities  leases and the  write-down  resulting from the impairment of certain
assets.


CORPORATE AND OTHER
Overview
   
     Corporate  expenditures  have  increased  during 1994 and the first half of
1995 as the Company developed the infrastructure necessary to support previously
anticipated growth,  including  corporate  marketing and information  technology
support.  In the future,  corporate staff will provide support services that can
only be effectively and economically performed centrally.
    



<PAGE>


The corporate and other  operating  loss in the business unit table includes the
following:
<TABLE>
<CAPTION>

For the three months ended September 30, 1995 and July 31, 1994 (in thousands):

                                                                 Three Months                 Three Months
                                                                    Ended                     Ended
                                                             September 30, 1995           July 31, 1994

       <S>                                                       <C>                        <C>
       General corporate overhead expenses                       $    3,905                 $   2,005
       Litigation and other legal expenses                            1,420                     2,212
       Corporate research and development                               550                       135
       Asset impairment and restructuring charges                     4,239                     -
       Interest income                                                 (954)                   (2,167)
       Other income                                                     (72)                      -
                                                                 -----------                --------
                                                                 $    9,088                 $   2,185
                                                                 =    =====                 =   =====
</TABLE>
<TABLE>
<CAPTION>

For the nine months ended September 30, 1995 and July 31, 1994 (in thousands):

                                                                  Nine Months             Nine Months
                                                                   Ended                    Ended
                                                              September 30, 1995          July 31, 1994
                                                              ------------------          -------------

<S>                                                              <C>                        <C>      
       General corporate overhead expenses                       $   16,320                 $   5,932
       Litigation and other legal expenses                            4,308                     6,964
       Corporate research and development                             3,115                       135
       Asset impairment and restructuring charges                    11,415                     7,900
       Interest income                                               (4,518)                   (6,218)
       Other income                                                  (1,025)                   (4,860)
                                                                  ---------                    ------ 
                                                                 $   29,615                 $   9,853
                                                                 =   ======                 =   =====
</TABLE>


General Corporate Overhead Expenses
     General corporate  overhead expenses  increased  $1,900,000 (94.8%) for the
third quarter 1995 compared to the third quarter 1994 and  $10,388,000  (175.1%)
for the nine  months  ended  September  30,  1995 as compared to the nine months
ended July 31, 1994.  These increases were the result of indirect costs incurred
for  new  product   launches,   acquisition   efforts  and  a  larger  corporate
infrastructure  designed to support previously anticipated growth.  Increases in
corporate  overhead  expenses for the three and nine months ended  September 30,
1995  included  increases  in payroll  and  related  expenses  of  $931,000  and
$3,156,000,   respectively;  increases  in  outside  services  of  $753,000  and
$2,395,000,  respectively;  and  increases  in corporate  operating  expenses of
$216,000 and $4,837,000, respectively.

   
     As  previously  discussed,  the  Company has  reviewed  and  evaluated  its
organization and structure. The Company has instituted expense reduction efforts
including  a hiring  freeze,  restrictions  on travel,  a decrease in the use of
outside  consultants  and has reduced its corporate staff by more than 60% since
the end of the first quarter  1995.  As a result of these cost cutting  measures
and  the  third  quarter  restructuring,  general  corporate  overhead  expenses
decreased  $4,598,000 or 54.1% over the second quarter 1995. As discussed below,
a restructuring  charge of $4,239,000 was recorded in the third quarter to cover
the associated costs of downsizing the Company's corporate infrastructure.
    

Litigation and Other Legal Expenses
     The Company incurred approximately  $1,402,000 and $4,308,000 of litigation
and other legal  expenses  during the three and the nine months ended  September
30, 1995 compared to $2,212,000 and $6,964,000  during the three and nine months
ended July 31, 1994. Litigation expenses anticipated in future periods cannot be
quantified.  By their very nature,  such  expenses are  dependent on a number of
factors  beyond  the  Company's  control  (see Note 10 of Notes to  Consolidated
Financial  Statements  and Item 1.  "Legal  Proceedings"  under  Part II  "Other
Information").

Corporate Research and Development
   
     Corporate  research and  development  includes the costs of developing  new
products and services and new areas of business that are not directly related to
the  Company's  existing  business  units.  Corporate  research and  development
efforts  were  minimal  during the 1994 periods  presented.  These  efforts were
greater  during 1995 due to the  development  and launch of new  products in the
first and second quarters of 1995.
    

Asset Impairment and Restructuring Charges
   
     The 1995 asset  impairment and  restructuring  charges include a $7,176,000
write-down of certain assets related to the product abandonments recorded in the
second  quarter  and a  $4,239,000  restructuring  charge  recorded in the third
quarter for the downsizing of the corporate  headquarters  staff.  See Note 3 of
Notes to Consolidated Financial Statements.
    

     The 1994 restructuring  charge was for a reorganization of operations,  the
appointment  of a new senior  management  team and a related  settlement  with a
former chief executive  officer.  These charges  included the costs to close the
Ft. Lauderdale,  Florida sales office,  employee severance and lease termination
costs.

Interest and Other Income
     Interest income decreased  $1,213,000 (56.0%) during the third quarter 1995
as compared to the third  quarter 1994 and  $1,700,000  (27.3%)  during the nine
months  ended  September  30, 1995 as compared to the nine months ended July 31,
1994.  Interest  income is  primarily  derived  from  earnings on the  Company's
municipal bonds and U.S. Treasury securities  portfolio,  as well as earnings on
cash invested in money market funds and  overnight  repurchase  agreements.  The
decrease in interest  income is due to lower  interest rates and lower levels of
investment  holdings during the period as the Company  redeployed its investment
resources to fund the launch of new  businesses and the  acquisitions  of Wright
Express and National  Leisure  Group.  The impact of the decrease in  investment
holdings was partially offset by the  repositioning of a significant  portion of
the municipal bond portfolio into higher yielding  short-term taxable securities
during  the  nine  months  ended  September  30,  1995.  See  Note 5 to Notes to
Consolidated Financial Statements.

     Other  income  decreased  $3,835,000  (78.9%)  for the  nine  months  ended
September  30, 1995 as  compared  to the nine months  ended July 31, 1994 due to
$4,257,000 of gains from litigation settlements in the second quarter 1994. This
decrease was offset by realized gains on sales of securities  available for sale
of  $1,014,000  during the nine months  ended  September  30,  1995  compared to
securities  gains of $603,000  during the nine months ended July 31,  1994.  The
1995 sales were part of the Company's  previously announced plans to shorten the
portfolio's overall maturity and increase its investments in taxable securities.

Provision for Income Taxes
     For interim  reporting  purposes,  the Company  provides income taxes based
upon an  estimated  effective  income tax rate for the tax year  containing  the
interim  reporting  period.  For information  regarding the Company's  effective
income tax rate and deferred  income tax assets and  liabilities,  see Note 7 of
Notes to Consolidated Financial Statements.

   
     Effective November 1, 1993, the Company  prospectively adopted FAS 109. The
adoption of FAS 109 required a change from the deferred  method to the liability
method of accounting for income taxes. The impact of the adoption of FAS 109 had
a cumulative  positive effect on the Company's  reported  earnings of $2,000,000
during the nine months ended July 31, 1994.  This positive  impact was primarily
the result of deferred income taxes being provided in prior periods at tax rates
higher than those currently in effect.
    



<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Operating Activities
     Cash used in  operating  activities  was  $53,304,000  in 1995  compared to
$31,945,000  provided by operating activities in 1994. The decrease in cash flow
from  operations is principally  the result of a  $116,021,000  increase in cash
paid to suppliers and employees,  which includes cash  expenditures for research
and product  development,  product abandonment and restructuring  payments and a
$4,257,000  decrease in gain from litigation  settlements.  The increase in cash
paid to suppliers and  employees  was offset by a  $27,144,000  increase in cash
received from subscribers and customers.

     Of the  $116,021,000  increase  in cash paid to  suppliers  and  employees,
approximately  $27,107,000 was expended for the development and launching of the
PGA TOUR  Partners  program,  $22,721,000  for  Family  Protection  Network  and
$2,594,000 for Collections of the Vatican  Museums.  In addition,  approximately
$29,046,000  was  expended  for the  operations  of Wright  Express and National
Leisure Group. Neither of these business units were included in the consolidated
results of operations for 1994.

     The  remaining  increase in cash paid to  suppliers  and  employees  is the
result of a larger corporate  infrastructure  and increased spending on SafeCard
and general corporate research and product development activities.

     Partially  offsetting  the  increase in cash paid for the  development  and
launching  of  new  businesses,   products  and  services,   is  a  decrease  in
expenditures for subscriber  acquisition costs of $1,399,000 in 1995 as compared
to 1994. The volume and type of subscriber acquisition expenditures,  as well as
enrollments,  fluctuate periodically, and such fluctuations are not unusual. Due
to  timing  differences  between  periods,  there  may not  always  be a  direct
correlation between subscriber acquisition  expenditures and new enrollments and
related billings in a particular period. In addition,  historical response rates
may not be an indication of future response rates.

     In addition to the  decrease in  expenditures  for  subscriber  acquisition
costs,  commissions  paid to credit card issuers  decreased  $2,351,000  in 1995
compared to 1994. The decrease in  commissions  paid was related to the decrease
in net billings  for credit card  enhancement  continuity  services as discussed
below.

     A postal rate  increase  became  effective in January  1995.  Since postage
represents the largest component of direct mail costs, this rate of increase has
a direct  impact on the  Company by  increasing  subscriber  acquisition  costs.
During 1995,  deferred  subscriber  acquisition costs increased by approximately
$1,203,000  for  additional  expenditures  for  postage  as a result of the rate
increase.  The Company is working with its card issuer  clients to better target
its direct mailings, is considering changes in its mix of direct mailings and is
taking  other  steps to  reduce  the  impact of the  postal  rate  increase.  In
addition, provisions in some card issuer client contracts allow for the recovery
of postal rate increases from the card issuer.


     Of  the  $33,376,000   increase  in  cash  received  from  subscribers  and
customers, the operations of Wright Express and National Leisure Group generated
approximately  $26,483,000.  The  remaining  increase  is due to a  decrease  in
accounts receivable for credit card enhancement continuity services.

   
     Net  billings  for  credit  card  enhancement   continuity   services  were
$133,065,000  in 1995  compared to  $143,338,000  in 1994.  This decrease in net
billings is primarily due to differences  in the timing of merchandise  billings
when  comparing  billings  on a  different  fiscal year basis for 1995 and 1994.
Additionally,  the decline in billings  reflects the impact of the renegotiation
of  contracts  with  certain  large  credit card  issuers and a reduction in the
number of customer  contacts  permitted by credit card issuers.  In light of the
reduction in permitted customer contacts,  SafeCard has engaged in more targeted
marketing  in  an  attempt  to  improve  response  rates.  New  marketing  began
increasing at the end of the second quarter.
    

     As a result  of its  large tax net  operating  loss for the tax year  ended
October  31,  1994,  the Company  filed a carryback  claim for the refund of tax
payments made in 1991 and 1992. In the third quarter 1995, the Company  received
tax refunds of approximately $9,300,000 as a result of the carryback claim.

Investing Activities
     Cash provided by investing  activities was  $67,130,000 in 1995 compared to
$7,924,000  used in  investing  activities  in 1994.  Proceeds  from  sales  and
maturities  of investment  securities,  net of  securities  purchased  increased
$103,327,000 in 1995 as compared to 1994. As previously  discussed,  the Company
actively  repositioned its investment  portfolio in order to shorten the overall
maturity of the portfolio and to take  advantage of higher  yielding  short term
taxable  securities.   In  addition,  the  Company  continued  to  redeploy  its
investment resources to fund the launch of new businesses and the acquisition of
National Leisure Group. The Company also paid $12,977,000 (net of cash acquired)
to acquire the net assets of National Leisure Group in the first quarter of 1995
(see Note 4 of Notes to Consolidated Financial Statements).

     The Company also expended  $15,296,000 more for capital assets in 1995 than
in 1994,  principally  due to the  Company's  expansion  and  renovation  of its
operations center in Cheyenne,  Wyoming and company-wide  information technology
enhancements.  The  renovations  and  expansion  of the  Cheyenne  facility  are
substantially complete.

Financing Activities
   
     Cash flow used in financing  activities  was $7,031,000 in 1995 compared to
cash flow provided by financing  activities of  $20,272,000  in 1994.  Cash flow
used in financing  activities  included a $9,228,000  increase in treasury share
purchases and a $402,000 increase in dividends paid. These increases were offset
by $6,506,000 of net borrowings on Wright Express' revolving credit facility and
a $24,179,000 decrease in proceeds from the exercise of stock options.

    On May 30,  1995,  the  Company's  board  of  directors  reinstated  a stock
repurchase program authorizing the Company to purchase up to 2,500,000 shares of
outstanding  common  stock on the open  market.  The  program,  which  had ended
October  31,  1994,  authorized  the  Company to  purchase a total of  6,000,000
shares, of which approximately  3,500,000 shares had been previously  purchased.
As of  September  30,  1995,  the  Company  had  purchased  995,100  shares  for
$9,711,000 under the reinstated plan.
    

     Wright  Express'  borrowings are a part of its working  capital  management
structure and are required  periodically  to fund its accounts  receivable.  The
increase in dividends paid was solely due to an increase in the number of common
shares outstanding during 1995 as compared to 1994.

Liquidity
     Historically,  the  Company  has  generated  the cash needed to finance its
operations  and growth from its  operations.  The  Company's  primary  liquidity
requirements  are  to  fund  membership  and  subscriber  acquisition  marketing
programs, support the development and operation of new products and services and
fund  acquisitions.  In  addition,  Wright  Express  requires  resources to fund
receivable  balances on its fleet credit cards.  Management does not foresee any
material changes in funding needs or uses over the long term except as set forth
in the following paragraphs.

     As a result of the  abandonment  of  certain  product  development  efforts
previously  discussed and the  restructuring of the Company in the third quarter
1995,  the Company  has  committed  approximately  $25-30  million for  employee
severance,  lease  terminations  and other costs associated with these decisions
over  the next 12  months.  This  commitment  is based  upon  management's  best
estimates  and is subject to change as the  restructuring  plan is  implemented.
Management  believes that this estimate is adequate to cover the estimated costs
associated with the product abandonments and related restructuring liabilities.

   
     As  previously  discussed,  the Company has  reinstated a stock  repurchase
program.  While the Company is not  obligated  to  purchase  any stock under the
program,  if the full amount of authorized shares are repurchased at the current
market price, the Company would spend  approximately  $13 million to acquire its
stock.
    

     The Company  expects to invest an  additional  $650,000 in 1995 to complete
the test  marketing of its  Collections  of the Vatican  Museums,  nearly all of
which has been committed.

     In May 1995,  the Company  announced  the signing of a definitive  purchase
agreement to acquire a 350,000  square foot  building  and related  property for
approximately $39,000,000. As part of the agreement, the Company paid $3,900,000
million into an escrow account as a nonrefundable deposit pending the completion
of the  purchase  in  early  1996.  In  light of the  product  abandonments  and
restructurings  discussed  above,  Management  included an amount related to the
impairment of this deposit in the corporate charge of $7,176,000 recorded in the
second  quarter.  Management  is currently  working  with the building  owner to
facilitate  a sale of the  building  to a third  party  from  which the  Company
expects to recover a portion of the deposit.

   
    The amount of the expected  costs or  commitments  to develop or acquire new
businesses,  products and services in future periods other than those  discussed
above are not  quantifiable.  In addition,  legal and litigation  expenses to be
incurred in future periods, including amounts paid in resolution thereof, cannot
be  quantified.  Such  amounts  could be  material  to  liquidity  or results of
operations.  The Company  believes  that its cash flow from  operations  and the
Company's cash and investment  balances  ($77,243,000  as of September 30, 1995)
are adequate to meet the Company's current and long term liquidity needs.
    


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

   
     The  Company  is  defending  or  prosecuting  claims  in  thirteen  complex
lawsuits, twelve of which involve Peter Halmos, former Chairman of the Board and
Executive  Management  Consultant  to  SafeCard,  and parties  related to him as
adversaries.  These  lawsuits are described in Note 10 of Notes to  Consolidated
Financial Statements under Part I. "Financial Information." The Company believes
that it has proper and  meritorious  claims and defenses in these lawsuits which
it intends to pursue  vigorously.  Peter Halmos is also a plaintiff in two other
lawsuits,  one  against  a former  officer  and one  against a  director  of the
Company, in which neither SafeCard nor the Company is named as a defendant.
    

    The Company is involved in certain other claims and litigation which are not
considered material to the operations of the Company.



<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         11(a)    Computation of Primary Earnings Per Share

         11(b)    Computation of Fully Diluted Earnings Per Share

         15       Letter regarding unaudited interim financial information

         27       Financial Data Schedule


(b)      Reports on Form 8-K

                  On  July  31,  1995,   the  Company   announced  that  it  had
                  discontinued  its child  registration and missing child search
                  service and would be  redesigning  and test  marketing its PGA
                  TOUR Partners program. In addition, the Company announced that
                  it  was   significantly   reducing  its  corporate  staff  and
                  streamlining   its  SafeCard   Services   business  unit.  The
                  announced  actions would eliminate  approximately 375 jobs and
                  result in a charge of $34,200,000 in the second quarter 1995.

                  On  September  14,  1995,  the Company  announced  that it was
                  eliminating approximately 75 jobs and reconfiguring its senior
                  management  team.  The Company also  announced  that its Ideon
                  Marketing  and Services  business  unit will  discontinue  its
                  credit card  servicing  role in  connection  with the PGA TOUR
                  Partners credit card program.


<PAGE>


                                   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.



                                     IDEON GROUP, INC.
                                        (Registrant)




Date: November 13, 1995             /s/ Paul G. Kahn
                                    ----------------
                                      Paul G. Kahn
                                      Chairman of the Board and
                                      Chief Executive Officer



Date: November 13, 1995             /s/ G. Thomas Frankland
                                    -----------------------
                                       G. Thomas Frankland
                                       Vice Chairman and
                                       Chief Financial Officer