SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 10549
                                    FORM 10-Q


      (x) Quarterly report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

      For the quarterly period ended June 30, 2000 or

      ( ) Transition report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934


    Commission file number: 0-28432

                  Boston Communications Group, Inc.
                  ----------------------------------------------------------
         (Exact name of registrant as specified in its charter)

                Massachusetts                        04-3026859
         -----------------------------            ------------------
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)           Identification No.)

         100 Sylvan Road, Woburn, Massachusetts 01801
         --------------------------------------------
              (Address of principal executive offices)

  Registrant's telephone number, including area code: (617)692-7000

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

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

Yes (X)  No ( )

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

As of July 18,  2000 the  Company had  outstanding  16,742,109  shares of common
stock, $.01 par value per share.





<PAGE>



                              INDEX


  PART I.   FINANCIAL INFORMATION:

  Item 1.   Financial Statements

            Consolidated Balance Sheets

            Consolidated Statements of Operations

            Consolidated Statements of Cash Flows

            Notes to Consolidated Financial Statements

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

                  Certain Factors That May Affect Future Results

  Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk

    PART II.      OTHER INFORMATION:

    Item 1.       Legal Proceedings

    Item 4.       Submission of Matters to a Vote of Security Holders

    Item 6.       Exhibits and Reports on Form 8-K







<PAGE>


                        BOSTON COMMUNICATIONS GROUP, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)
<TABLE>


ASSETS                                                                            June 30,2000               December 31,1999
                                                                                  ------------               ----------------
<S>                                                                                   <C>                           <C>

Current assets:

Cash and cash equivalents                                                             $24,701                      $21,145
Short-term investments                                                                 10,031                        9,091
Accounts receivable, net of allowance for billing
  adjustments and doubtful accounts of $2,351 in 2000 and $2,025 in 1999
                                                                                       19,165                       18,546
Inventory                                                                               1,323                        2,007
Deferred income taxes                                                                       -                        1,169
Prepaid expenses and other assets                                                       2,143                        1,758
                                                                                  -----------                    ---------
     Total current assets                                                              57,363                       53,716

Property and equipment, net                                                            47,218                       44,995

Goodwill, net                                                                           2,551                        2,854
Other assets                                                                              563                          516
                                                                                    ----------                     -------
     Total assets                                                                    $107,695                     $102,081
                                                                                     ========                     ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

  Accounts payable                                                                     $1,983                         $941
  Accrued expenses                                                                     16,133                       15,012
  Income taxes payable                                                                    545                          505
  Current maturities of capital lease obligations                                       1,933                        2,378
                                                                                 ------------                      -------
     Total current liabilities                                                         20,594                       18,836

Capital lease obligations, net of current maturities                                    2,956                        3,876
Deferred income taxes                                                                   1,034                            -

Shareholders' equity:
Preferred Stock, par value $.01 per share,
  2,000,000 Shares authorized, 0 shares issued
  and outstanding                                                                           -                            -
Common Stock, voting, par value $.01 per share,
  35,000,000 shares authorized, 16,843,079 and
  16,699,874 shares issued in 2000 and 1999,
  respectively                                                                            168                          167
Additional paid-in capital                                                             94,003                       93,177
Treasury stock  (101,420 shares, at cost)                                                (673)                        (673)
Accumulated deficit                                                                   (10,387)                     (13,302)
                                                                                    ---------                      -------
Total shareholders' equity                                                             83,111                       79,369
                                                                                    ---------                      -------
     Total liabilities and shareholders' equity                                     $107,695                      $102,081
                                                                                    =========                     ========



<PAGE>
</TABLE>





                        BOSTON COMMUNICATIONS GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

<TABLE>
                                                                Three months ended                Six months ended
                                                                     June 30,                        June 30,
                                                                2000             1999            2000            1999
                                                                ----             ----            ----            ----
<S>                                                             <C>              <C>             <C>              <C>

Revenues:

  Prepaid wireless services                                   $12,716         $9,731           $25,060            $17,603
  Teleservices                                                  6,857         10,707            14,522             20,550
  Roaming services                                              4,589          5,733             9,396             11,168
  System sales                                                  1,563          1,250             1,954              2,264
                                                             --------         ------           -------           --------
                                                               25,725         27,421            50,932             51,585

Expenses:
  Cost of service revenues                                     12,381         17,067            25,784             32,538
  Cost of system revenues                                         687            863             1,121              1,598
  Engineering, research and
    development                                                 1,860          1,551             3,667              2,814
  Sales and marketing                                           1,437          1,664             2,985              3,270
  General and administrative                                    1,989          1,794             3,983              3,434
  Depreciation and amortization                                 4,554          3,544             9,004              6,916
                                                             --------         ------          --------           ---------

Total operating expenses                                       22,908         26,483            46,544             50,570
                                                              -------         ------          --------           ---------

Operating income                                                2,817            938             4,388              1,015
Interest income                                                   416            247               730                521
                                                             ----------      -------          --------           ---------

Income before income taxes                                      3,233          1,185             5,118              1,536
Provision for income taxes                                      1,390            523             2,203                684
                                                             --------      --------           --------           --------

Net income per common share                                    $1,843         $  662            $2,915              $ 852
                                                             =========     ==========        =========           ========

Basic net income per common share                               $0.11         $ 0.04             $0.17              $0.05
                                                             =========     =========         =========           ========
Weighted average common shares outstanding                      16,714        16,502            16,671             16,472
                                                             =========     =========         =========           ========

Diluted net income per common share                             $0.11          $0.04             $0.17              $0.05
                                                             =========     =========         =========           ========
Weighted average common shares outstanding                      17,351        17,041            17,187             17,075
                                                             =========     =========         =========           ========





</TABLE>

<PAGE>


                        BOSTON COMMUNICATIONS GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


<TABLE>


                                                                                                   Six months ended
                                                                                                       June 30,
                                                                                                2000               1999
                                                                                                ----               ----
<S>                                                                                             <C>                <C>


OPERATING ACTIVITIES
  Net income                                                                                 $2,915               $852
  Adjustments to reconcile net income to net
    cash provided by operating activities:
           Depreciation and amortization                                                      9,004              6,916
        Deferred income taxes                                                                 2,203                684
        Changes in operating assets and liabilities:
                Accounts receivable                                                            (619)            (4,731)
                Inventory                                                                       684               (397)
                Prepaid expenses and other assets                                              (432)              (801)
                Accounts payable and accrued expenses                                         2,163              5,141
             Income taxes payable                                                                40                (32)
                                                                                            -------             -------

  Net cash provided by operations                                                            15,958              7,632

  INVESTING ACTIVITIES
  Purchases of property and equipment                                                       (10,924)            (9,305)
  Sales of short-term investments                                                             5,942              9,963
  Purchases of short-term investments                                                        (6,882)            (9,916)
                                                                                            --------            -------

  Net cash used in investing activities                                                     (11,864)            (9,258)

  FINANCING ACTIVITIES
  Proceeds from exercise of stock options and employee
       Stock purchase plan                                                                     827               1,195
  Repayment of capital leases                                                               (1,365)               (626)
                                                                                           --------             -------

  Net cash provided by (used in) financing activities                                         (538)                569

  Increase (decrease) in cash and cash equivalents                                           3,556              (1,057)
  Cash and cash equivalents at beginning of period                                          21,145              18,523
                                                                                           --------           ---------
  Cash and cash equivalents at end of period                                               $24,701             $17,466
                                                                                           ========            =======

  Supplemental disclosure of non-cash transactions:
  Capital lease obligations                                                                                    $ 2,873
                                                                                                               =======

</TABLE>




<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation

       The accompanying  consolidated financial statements have been prepared by
       the Company,  without audit,  and reflect all  adjustments,  which in the
       opinion of management  are necessary for a fair  statement of the results
       of the  interim  periods  presented.  All  adjustments  were of a  normal
       recurring nature.  Certain information and footnote  disclosures normally
       included  in the  annual  consolidated  financial  statements,  which are
       prepared in accordance  with generally  accepted  accounting  principles,
       have been  condensed  or omitted in  accordance  with rules of the United
       States  Securities  and  Exchange  Commission.  Accordingly,  the Company
       believes  that  although  the   disclosures  are  adequate  to  make  the
       information   presented  not  misleading,   the  consolidated   financial
       statements  should  be read in  conjunction  with  the  footnotes  to the
       Company's  audited  consolidated  financial  statements  contained in the
       Company's Form 10-K for the fiscal year ended December 31, 1999.

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities at
       the date of the financial statements and the reported amounts of revenues
       and expenses  during the reporting  period.  Actual  results could differ
       from those estimates.

2.     Earnings Per Share

    The  following  table sets forth the  computation  of basic and  diluted net
    income per share (in thousands, except per share amounts):

<TABLE>
                                                                           Three Months                Six Months
                                                                           Ended June 30             Ended June 30
                                                                        2000          1999         2000          1999
                                                                        ----          ----         ----          ----
<S>                                                                      <C>           <C>         <C>            <C>

---------------------------------------------------------------------- ------------- ------------ ------------- ------------
Numerator for basic and diluted earnings per share:
Net income                                                              $1,843         $662        $2,915         $852
---------------------------------------------------------------------- ------------- ------------ ------------- ------------
Denominator:
Denominator for basic earnings per share -
weighted average shares                                                 16,714       16,502        16,671       16,472
Effect of dilutive securities:
Employee stock options                                                     637          539           516          603
---------------------------------------------------------------------- ------------- ------------ ------------- ------------
Denominator for diluted earnings per share -
adjusted weighted average shares and assumed conversion                 17,351       17,041        17,187       17,075
---------------------------------------------------------------------- ------------- ------------ ------------- ------------
Basic and diluted net income per common share
                                                                         $0.11        $0.04         $0.17        $0.05
---------------------------------------------------------------------- ------------- ------------ ------------- ------------

</TABLE>


3.     Inventory

       Inventories consisted of the following at (in thousands):

<TABLE>
                                                                                 June 30,           December 31,
                                                                                   2000                  1999
                                                                                -------                ------

                                             <S>                                  <C>                    <C>

                                        Purchased parts                          $ 793                $ 1,356
                                        Work-in-process                            530                    651
                                                                                -------               -------
                                                                                 $1,323               $ 2,007
                                                                                 ======               =======


</TABLE>


4.     Segment Reporting

       Divisional Data (in thousands)
       ---------------
<TABLE>


                                Prepaid
                               Wireless                            Roaming
Three months ended June 30,    Services         Teleservices       Services        Systems         Eliminations         Total
---------------------------- -------------- ------------------- --------------- --------------- -------------------- ------------
<S>                                <C>                 <C>            <C>            <C>                 <C>             <C>

2000
Revenues                           $12,716              $6,857          $4,589          $5,950             $(4,387)      $25,725
Gross margin                         9,042               1,882             857           2,582              (1,706)       12,657
Operating income                     3,127                  12             114           1,270              (1,706)        2,817

1999
Revenues                            $9,731             $10,707          $5,733          $2,986             $(1,736)      $27,421
Gross margin                         6,104               2,081             919           1,062                (675)        9,491
Operating income (loss)              1,413                 475             196           (471)                (675)          938

                                Prepaid
                               Wireless                            Roaming
Six months ended June 30,      Services         Teleservices       Services        Systems         Eliminations         Total
---------------------------- -------------- ------------------- --------------- --------------- -------------------- ------------
<S>                                <C>                 <C>              <C>           <C>                <C>                 <C>

2000
Revenues                           $25,060             $14,522          $9,396      $8,310            $(6,356)          $50,932
Gross margin                        17,776               3,618           1,800       3,305             (2,472)           24,027
Operating income (loss)              6,038                (141)            275         688             (2,472)            4,388

1999
Revenues                           $17,603             $20,550         $11,168      $5,656            $(3,392)          $51,585
Gross margin                        10,847               4,137           1,799       1,985             (1,319)           17,449
Operating income (loss)              2,000               1,011             342      (1,019)            (1,319)            1,015

</TABLE>
<PAGE>


5.    Recent Accounting Pronouncements

In March 2000,  the FASB issued  Interpretation  No. 44,  Accounting for Certain
Transactions   Involving   Stock   Compensation   (the   Interpretation).   This
Interpretation  clarifies how companies  should apply the Accounting  Principles
Board's  Opinion  No.  25,  Accounting  for  Stock  Issued  to  Employees.   The
Interpretation  will be applied  prospectively  to new awards,  modifications to
outstanding  awards,  and changes in  employee  status on or after July 1, 2000,
except as follows: the definition of an employee applies to awards granted after
December 15, 1998; the  Interpretation  applies to modifications that reduce the
exercise  price of an award after  December  15,  1998;  and the  Interpretation
applies  to  modifications  that add a reload  feature  to an award  made  after
January  12,  2000.  At the  present  time,  there are no awards  granted by the
Company  which would result in an adjustment at July 1, 2000 as a result of this
Interpretation.

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements.  SAB
101 clarifies the SEC staff's views on applying  generally  accepted  accounting
principles to revenue  recognition in financial  statements.  In March 2000, the
SEC issued an amendment, SAB 101A, which deferred the effective date of SAB 101.
In June 2000,  the SEC issued an amendment,  SAB 101B,  which again deferred the
effective  date of SAB 101. The Company will adopt SAB 101 in the fourth quarter
of 2000 in  accordance  with  the  amendment.  The  adoption  of this SAB is not
expected to have a significant impact on the Company's financial statements.



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

Consolidated Results of Operations

The Company's total revenues decreased 6% from $27.4 million in the three months
ended June 30, 1999 to $25.7 million in the three months ended June 30, 2000 and
decreased  1% from $51.6  million in the six months ended June 30, 1999 to $50.9
million in the six months ended June 30, 2000. During the six month period,  the
decline was primarily  attributable to a 29% decrease in  teleservices  revenues
and a 16% decline in roaming  services  revenues offset by a 42% increase in the
Company's principal business,  prepaid wireless services.  In 2000, for internal
financial  reporting purposes,  the Company began reporting  interdivision sales
from the Systems Division to the Prepaid  Services  Division for voice nodes and
related  equipment  shipped  during the  quarter.  Prior year  amounts have been
reclassified to permit comparison.

The Company  generated  operating income of $2.8 million during the three months
ended June 30, 2000 compared to operating income of $938,000 for the same period
in the prior year. For the six months ended June 30, 2000, the Company generated
operating  income of $4.4  million  compared to $1.0  million for the six months
ended  June  30,  1999.  The  increases  in  operating  income  resulted  from a
significant  improvement in the operating results of prepaid wireless  services,
partially  offset by declines in  operating  results from the  teleservices  and
systems  divisions.  The  specifics of each  division's  revenues and  operating
results are discussed in greater detail below:
<PAGE>

                                 Divisional Data
(in thousands except percentages)
<TABLE>

                                                     Prepaid
                                                     Wireless                 Roaming
     Three months ended June 30, ................   Services    Teleservices Services     Systems     Eliminations    Total
-------------------------------------------------    --------    --------     --------    --------     --------     --------
<S>                                                     <C>         <C>           <C>       <C>          <C>           <C>

2000
Revenues ........................................   $ 12,716    $  6,857     $  4,589    $  5,950     $ (4,387)    $ 25,725
Gross margin ....................................   $  9,042    $  1,882     $    857    $  2,582       (1,706)    $ 12,657
Gross margin percentage .........................         71%         27%          19%         43%         (39)%         49%
Operating income (loss) .........................   $  3,127    $     12     $    114    $  1,270       (1,706)    $  2,817
Percentage of total revenues ....................         25%          0%           2%         21%         (39)%         11%

1999
Revenues ........................................   $  9,731    $ 10,707     $  5,733    $  2,986     $ (1,736)    $ 27,421
Gross margin ....................................   $  6,104    $  2,081     $    919    $  1,062         (675)    $  9,491
Gross margin percentage .........................         63%         19%          16%         36%         (39)%         35%
Operating income (loss) .........................   $  1,413    $    475     $    196    $   (471)        (675)    $    938
Percentage of total revenues ....................         15%          4%           3%        (16)%        (39)%          3%



                                                    Prepaid
           Six months ended .....................   Wireless                 Roaming
               June 30, .........................   Services    Teleservices Services     Systems     Eliminations    Total
-------------------------------------------------   --------    --------     --------    --------     --------     --------
<S>                                                    <C>          <C>         <C>          <C>          <C>          <C>

2000
Revenues ........................................   $ 25,060    $ 14,522     $  9,396    $  8,310     $ (6,356)    $ 50,932
Gross margin ....................................     17,776       3,618        1,800       3,305       (2,472)      24,027
Gross margin percentage .........................         71%         25%          19%         40%         (39)%         47%
Operating income (loss) .........................      6,038        (141)         275         688       (2,472)       4,388
Percentage of total revenues ....................         24%         (1)%          3%          8%         (39)%          9%


1999
Revenues ........................................   $ 17,603    $ 20,550     $ 11,168    $  5,656     $ (3,392)    $ 51,585
Gross margin ....................................     10,847       4,137        1,799       1,985       (1,319)      17,449
Gross margin percentage .........................         62%         20%          16%         35%         (39)%         34%
Operating income (loss) .........................      2,000       1,011          342      (1,019)      (1,319)       1,015
Percentage of total revenues ....................         11%          5%           3%        (18)%        (39)%          2%


</TABLE>
<PAGE>



Prepaid Wireless Services Division

Prepaid Wireless Services  Division revenues  increased 31% from $9.7 million in
the three months ended June 30, 1999 to $12.7  million in the three months ended
June 30, 2000 and  increased 43% from $17.6 million to $25.1 million for the six
month periods  ended June 30, 1999 and 2000,  respectively.  The increases  were
primarily due to the increased number of subscribers and greater minutes of use,
offset by a decrease in the average price per minute.  As of June 30, 2000 there
were approximately 2.6 million prepaid subscribers on the C2C network,  compared
to 1.4 million  subscribers  at June 30,  1999,  an increase of 86%. The company
expects the average price per minute to continue to decline as carriers continue
to leverage our volume discounts.

Gross margins for the Prepaid Wireless  Services  Division  improved from 63% of
prepaid  wireless  services  revenues in the three months ended June 30, 1999 to
71% in the three  months  ended June 30,  2000 and from 62% of prepaid  wireless
services  revenues  for the six months  ended  June 30,  1999 to 71% for the six
months ended June 30,  2000.  The  improvement  resulted  from higher  revenues,
reduced  telecommunications costs and management's focus on effectively managing
cost of service expenses.

Operating income for the Prepaid Wireless Services Division  increased from $1.4
million in the three  months  ended June 30, 1999 to $3.1  million for the three
month  period  ended June 30, 2000 and  increased  from $2.0 million for the six
months ended June 30, 1999 compared to operating  income of $6.0 million for the
six months  ended June 30, 2000.  The  continued  increase in revenue  helped to
offset increases in operating costs that are more fixed than variable.

Going forward,  management  expects that the seasonal trends experienced in 1999
for subscriber additions,  churn and average minutes of use will continue,  with
the  growth  in  fourth  and  first  quarter  showing  much  stronger  usage and
subscriber trends than the slower seasons in the second and the third quarters.


Teleservices Division

In April 2000 the Company  announced  that it is  exploring  strategic  business
alternatives for the Teleservices  Division.  This effort reflects the Company's
intention to focus its  attention  and  resources on growing and  enhancing  its
prepaid wireless business.

Teleservices  Division  revenues  decreased  36% from $10.7 million in the three
months  ended June 30, 1999 to $6.9  million in the three  months ended June 30,
2000 and decreased 29% from $20.5 million for the six months ended June 30, 1999
to $14.5  million  for the six months  ended June 30,  2000.  The  decreases  in
Teleservices  revenues  primarily  reflect the  Company's  previously  announced
November 1999 closing of its Woburn, Massachusetts call center. In addition, the
decreases  reflect  the  Company's  strategy  to  provide  its  prepaid  carrier
customers the option to insource their customer care.

Gross margins for the Teleservices  Division  increased from 19% of teleservices
revenue for the three  months  ended June 30,  1999 to 27% for the three  months

<PAGE>

ended June 30,  2000 and  increased  from 20% for the six months  ended June 30,
1999 to 25% for the six months ended June 30,  2000.  These  increases  resulted
from  efficiency  gains as  operations  were  terminated in two of the Company's
higher cost call centers.  In addition,  in October 1999, the Company  cancelled
the facilities  management  contract for the Deland call center and acquired the
underlying  leases for the call center  facilities  to achieve  additional  cost
savings.  This buyout also had a positive effect on the gross margin for the six
months ended June 30, 2000, given that a portion of the related expenses are now
classified as depreciation or general and administrative expenses.

Operating  income for the Teleservices  Division  decreased from $475,000 in the
three  months  ended June 30, 1999 to $12,000 in the three months ended June 30,
2000 and  decreased  from  operating  income of $1.0  million for the six months
ended June 30, 1999 to an  operating  loss of $141,000  for the six months ended
June 30, 2000.  The operating loss in 2000 was primarily due to the reduction in
revenue  resulting  from  the  loss of two  customers  in 1999  and the  related
restructuring of the Company's call centers, including the closing of the Woburn
call center and costs  associated  with  transferring  services to the Company's
call centers that had been previously outsourced to a third party.



Roaming Services Division

Roaming  services  revenues  decreased 19% from $5.7 million in the three months
ended June 30, 1999 to $4.6  million in the three months ended June 30, 2000 and
decreased  16% from $11.2  million in the six months ended June 30, 1999 to $9.4
million for the six months ended June 30, 2000. The decrease in roaming services
revenues  in  2000  was  primarily   attributable   to  fewer   suspensions   of
inter-carrier   automatic  roaming   agreements  and  some   cannibalization  of
unregistered roaming use by prepaid wireless growth. In addition, demand for the
Company's roaming service, whose premium rates are essentially determined by the
Company's carrier customers, has been adversely affected by an increase in lower
priced one-rate registered roaming plans offered by some national carriers.  The
Company  anticipates  that these trends will  continue and,  therefore,  roaming
services  revenues  will  continue  to  decrease  over time as compared to prior
periods.

Gross margins for the Roaming  Services  Division  increased from 16% of roaming
services  revenues in the three month and six month  periods ended June 30, 1999
to 19% in the  three  month and six  month  periods  ended  June 30,  2000.  The
increase  was  primarily  a result of  management's  efforts to reduce the costs
associated  with  delivering  unregistered  roaming calls.  The Company does not
anticipate that these margins will continue to improve as revenue is expected to
continue to decline.

Operating  income for the Roaming Services  Division  decreased from $196,000 in
the three  months ended June 30, 1999 to $114,000 in the three months ended June
30, 2000 and  decreased  from $342,000 for the six months ended June 30, 1999 to
$275,000 for the same period in 2000.  The  decreases  in 2000 were  primarily a
result of lower revenues for this division.

<PAGE>


Systems Division

In 2000,  the  Company  began  reporting  interdivision  revenues to the Prepaid
Services  Division  for voice nodes and related  equipment  deployed  during the
year. Prior year amounts have been  reclassified to permit  comparison.  Systems
revenues  increased 97% from $3.0 million in the second  quarter of 1999 to $5.9
million in the second  quarter of 2000 and  increased  46% from $5.7 million for
the six months  ended June 30, 1999 to $8.3 million for the same period in 2000.
The increase in sales  reflects  increased  shipments of  interdivision  prepaid
voice nodes along with higher  international system sales for the second quarter
of 2000.

Gross margins for the Systems Division increased from 36% of systems revenues in
the three  months  ended June 30, 1999 to 43% in the three months ended June 30,
2000 and  increased  from 35% of systems  revenues for the six months ended June
30, 1999  compared to 40% for the six months ended June 30, 2000.  The increases
resulted from increased  systems revenue for the period that allowed for greater
absorption of fixed costs.

Operating  income for the Systems  Division  increased from an operating loss of
$471,000 in the three  months  ended June 30, 1999 to  operating  income of $1.2
million in the three months ended June 30, 2000 and increased  from an operating
loss of $1.0 million for the six months ended June 30, 1999 to operating  income
of $688,000 for the six months ended June 30,  2000.  The  increases in 2000 are
primarily  a result  of the  increased  revenues  for the  three  and six  month
periods,  coupled with reduced operating costs,  which were a result of the 1999
restructuring.

                                 Operating Data
<TABLE>

                                                                           2000                         1999

Three months ended June 30,                                                 % of Total                    % of Total
(in thousands)                                                Total          Revenues       Total          Revenues
------------------------------------------------------------- ----------- -------------- ------------- ---------------
<S>                                                               <C>            <C>           <C>             <C>

Total revenues                                                   $25,725           100%       $27,421            100%
-------------------------------------------------------------
Engineering, research and development                              1,860             7%         1,551              6%
-------------------------------------------------------------
Sales and marketing                                                1,437             6%         1,664              6%
-------------------------------------------------------------
General and administrative                                         1,989             8%         1,794              7%
-------------------------------------------------------------
Depreciation and amortization                                      4,554            18%         3,544             13%
-------------------------------------------------------------

                                                                        2000                         1999
-------------------------------------------------------------
Six months ended June 30,                                                   % of Total                    % of Total
(in thousands)                                                Total          Revenues       Total          Revenues
------------------------------------------------------------- ----------- -------------- ------------- ---------------
<S>                                                               <C>              <C>         <C>               <C>

Total revenues                                                   $50,932           100%       $51,585            100%
-------------------------------------------------------------
Engineering, research and development                              3,667             7%         2,814              5%
-------------------------------------------------------------
Sales and marketing                                                2,985             6%         3,270              6%
-------------------------------------------------------------
General and administrative                                         3,983             8%         3,434              7%
-------------------------------------------------------------
Depreciation and amortization                                      9,004            18%         6,916             13%
-------------------------------------------------------------

-------------------------------------------------------------
</TABLE>
<PAGE>

Engineering, research and development expenses

Engineering,  research and development  expenses  primarily include the salaries
and benefits for software development and engineering  personnel associated with
the  development,  implementation  and maintenance of existing and new services.
Engineering,  research and  development  expenses  increased as a percentage  of
total  revenue  from 6% to 7% for the three  months ended June 30, 1999 and 2000
and  increased  from 5% to 7% for the six months  ended June 30,  1999 and 2000,
respectively. The increases primarily resulted from additional resources devoted
to expanding and enhancing the capabilities of the Company's prepaid system.


Sales and marketing expenses

Sales and  marketing  expenses  include  direct  sales,  marketing  and  product
management salaries, commissions, travel and entertainment expenses, in addition
to the cost of trade shows,  advertising and other  promotional  expenses.  As a
percentage of total revenues,  sales and marketing expenses remained  consistent
at 6% for the three  and  six-month  periods  ended  June 30,  1999 and 2000 but
decreased  in  absolute   dollars  as  the  Company's  sales   organization  was
reorganized into one group to centralize efforts and leverage resources.


General and administrative expenses

General and  administrative  expenses include salaries and benefits of employees
and expenses for other administrative  support services provided to the Company.
General and administrative expenses increased from 7% to 8% in the three and six
month periods ended June 30, 1999 and 2000, due to increased personnel and other
related costs to support the Company's growth.

Depreciation and amortization expense

Depreciation    and    amortization    expense    includes    depreciation    of
telecommunications  systems, furniture and equipment and leasehold improvements.
The Company provides for depreciation  using the  straight-line  method over the
estimated  useful lives of the assets,  which range from three to twenty  years.
Goodwill related to acquisitions is amortized over eight years. Depreciation and
amortization  expense  increased from 13% to 18% of total revenues for the three
and  six-month  periods  ended June 30, 1999 and 2000.  The increase in 2000 was
primarily due to the depreciation of additional technical equipment and software
to support the rapid expansion and enhancement of the Company's prepaid wireless
network.  Depreciation  and  amortization  expenses  are expected to increase in
absolute dollars due to increased  capital  expenditures for  telecommunications
hardware and software,  primarily  related to new C2C features and functionality
and the continued enhancement and expansion of the C2C network.


Interest income

Interest  income  increased  from $247,000 for the three month period ended June
30, 1999 to $416,000  for the same period in 2000 and from  $521,000 to $730,000

<PAGE>

for the six month periods ended June 30, 1999 and 2000,  respectively.  Interest
income was earned from  investments  of the proceeds of the Company's  secondary
public  offering  and  increased  cash flow and was offset  slightly by interest
expense  from the  Company's  capital  leases.  The  Company's  interest  income
increased in 2000 due to additional  cash flow generated from  operations.  This
increase was partially  offset by interest  expense  generated  from  additional
capital leases entered into during the second half of 1999.


Provision for income taxes

Income tax expense of $1.4  million and $2.2 million for the three and six month
periods  ended June 30, 2000  yielded a 43% income tax rate,  as compared to the
statutory rate of 40%. The Company's  effective  income tax rate is greater than
the statutory rate of 40% due to the impact of non-deductible  goodwill from the
Company's  acquisitions.  The Company's effective income tax rate may be greater
than  40% in  future  periods  due to the  continued  impact  of  non-deductible
goodwill.


Liquidity and Capital Resources

Cash, cash equivalents and short-term  investments increased to $34.7 million at
June 30, 2000 compared to $30.2 million at December 31, 1999.  Net cash provided
by  operations  of $16.0 million for the six months ended June 30, 2000 resulted
primarily from $2.9 million of net income along with adjustments of $2.2 million
for deferred income taxes and $9.0 million for  depreciation  and  amortization,
which resulted from the continued investment in  telecommunications  systems and
equipment. The increase in accounts payable and accrued expenses of $2.2 million
resulted from the timing of payments.

The Company's investing activities utilized $11.9 million of net cash during the
six-month  period ended June 30, 2000,  primarily  for purchases of property and
equipment.  These capital additions include $7.4 million for  telecommunications
systems  equipment and software for expansion of the Company's C2C network.  The
Company also made $940,000 in purchases of short-term investments, net of sales,
during the  six-month  period.  The  Company  anticipates  that over the next 12
months it will continue to make significant  capital  investments for additional
equipment  and enhanced  feature  capabilities  to strengthen  prepaid  wireless
services.

The Company's financing  activities utilized $538,000 in net cash during the six
months  ended June 30,  2000,  due to  payments  of capital  lease  obligations,
partially offset by proceeds from the exercise of stock options.

The Company believes that its cash and cash equivalents,  short-term investments
and the funds  anticipated to be generated from operations will be sufficient to
finance the Company's operations for at least the next 12 months.

<PAGE>


Certain Factors That May Affect Future Results

This Quarterly Report contains forward-looking statements that involve risks and
uncertainties, including, without limitation, statements regarding the continued
decline in  Prepaid  Wireless  per  minute  rates as  carriers  leverage  volume
discounts,  seasonal  trends in Prepaid  Wireless  revenues,  trend of decreased
suspensions   of   inter-carrier    automatic   roaming   agreements,    prepaid
cannibalization   of  unregistered   roaming  and  carriers  marketing  one-rate
registered  roaming plans that reduce  unregistered  roaming  service  revenues,
greater costs of depreciation  and amortization and an effective income tax rate
greater than 40%. The Company's actual results may differ significantly from the
results  discussed  in the  forward-looking  statements.  A number of  important
factors  exist  that  could  affect  the  Company's  future  operating  results,
including, without limitation,  technological changes in the Company's industry,
the ability of the Company to continue to successfully  support its C2C network,
the ability of the  Company's  carrier  customers  to  successfully  continue to
market and sell C2C prepaid wireless  services,  the Company's ability to retain
existing customers and attract new customers,  increased competition and general
economic factors.

The  Company  is  currently  in the  process  of  exploring  strategic  business
alternatives relating to the Teleservices  Division. The Company feels that this
type of transaction will allow management to focus on the core  competencies and
further expand the prepaid wireless services business.  However, there can be no
assurances that the Company will successfully  identify a strategic partner,  or
that the results of any successful strategic alliances would not have an adverse
affect  on  the  Company's  operations.  Certain  members  of  the  Teleservices
management  team have left the Company  since the  decision  was made to explore
strategic alternatives and there can be no assurances that additional members of
the Teleservices Division management team will not leave the Company,  either of
which  could  have a  material  adverse  effect  on  the  success  of  strategic
alternatives and the Company's operations.

The  Company is  exploring  opportunities  to utilize  its  prepaid  network and
real-time rating engine for mobile and electronic commerce  applications.  There
can be no assurances  that there will be a market for the  Company's  network in
the mobile and electronic  commerce arena. In addition,  this market could be so
highly competitive that the Company may not be able to enter it.

Historically,  a significant portion of the Company's revenues in any particular
period  have  been   attributable  to  a  limited  number  of  customers.   This
concentration  of  customers  can cause the  Company's  revenues and earnings to
fluctuate from quarter to quarter, based on the volume of call traffic generated
through these  customers,  the services  being  performed  for the  teleservices
programs and the level of system sales. A significant  decrease in business from
any of the Company's  major  customers,  including a decrease in business due to
factors outside of the Company's  control,  would have a material adverse effect
on the Company's business, financial condition and results of operations.

The Company has recently  developed a distributed  architecture that will enable
carriers to use the Company's  proprietary  software to deliver  prepaid billing
inquiry  in-house.  To date, two customers have purchased this option.  However,

<PAGE>

any  revenues  generated  from this  application  will  reduce  the need for the
Teleservices Division to provide customer care services and therefore may reduce
Teleservices revenues in future quarters.

Certain  Teleservices and Prepaid Division contracts are beyond their expiration
dates or will expire in 2000 and  beyond.  There can be no  assurances  that the
Company  will be  successful  in  renewing  any of  these  contracts.  If  these
contracts  are not renewed,  the  Company's  business,  financial  condition and
results of operations could be materially adversely affected.  Also, when and if
the  contracts  are renewed,  some  contractual  rates per minute will likely be
lower than in previous  years. If subscriber  levels begin to drop off,  revenue
could be adversely affected due to these lower rates.

The Company has experienced  fluctuations in its quarterly operating results and
anticipates  that such  fluctuations  will  continue  and could  intensify.  The
Company  experienced  operating  losses during the first three quarters of 1998,
primarily due to expenses  associated  with the development and expansion of its
C2C network.  During the quarter ended September 30, 1999, an operating loss was
also incurred due to the Systems Division one-time charge, system outages in the
Prepaid  Division  and a  software  problem  in the  Teleservices  Division.  In
addition,  the Company's  Systems  Division has  experienced  operating  losses,
excluding interdivision sales to the Prepaid Wireless Services division,  during
each of the last eight  quarters  due to fewer  sales of  international  prepaid
systems.  The  Company's  quarterly  operating  results  may vary  significantly
depending on a number of factors,  including the timing of the  introduction  or
acceptance of new services offered by the Company or its competitors, changes in
the mix of services  provided by the Company,  variations in the level of system
sales,  changes in regulations  affecting the wireless industry,  changes in the
Company's operating expenses, the ability to identify, hire and retain qualified
personnel and general economic conditions.  Due to all of the foregoing factors,
it is possible that in some future  quarter the Company's  results of operations
will be below prior results or the  expectations  of public market  analysts and
investors.  In such event,  the price of the Company's Common Stock would likely
be materially and adversely affected.

The  Company  has  recently  taken  steps in an attempt to reduce the  operating
expenses of the Systems Division,  which has generated losses during each of the
last eight  quarters,  excluding  interdivision  sales to the  Prepaid  Wireless
Services division. A reorganization plan was implemented in September 1999 in an
effort to realign the division and reduce operating  expenses.  However,  should
these reorganization  efforts not be successful,  the Systems Division may incur
additional  operating losses,  asset impairment charges or other write-offs that
could materially and adversely affect the Company's overall business,  operating
results and financial condition.

The Company  historically  has  provided  its  services  almost  exclusively  to
wireless  carriers.   Although  the  wireless   telecommunications   market  has
experienced  significant  growth in recent years, there can be no assurance that
such growth will continue at similar rates, or at all, or that wireless carriers
will continue to use the Company's services. The Company expects that demand for
its roaming  services  will continue to decline as fewer  inter-carrier  roaming

<PAGE>

agreements are suspended,  prepaid  cannibalization of unregistered  roaming use
increases and carriers offer more one-rate  roaming plans. In addition,  prepaid
wireless  services are  relatively  new  services in new  markets,  and if these
markets do not grow as expected or if the  carriers in these  markets do not use
the Company's services, the Company's business,  financial condition and results
of operations would be materially and adversely affected.

The Company's future success depends, in large part, on the continued use of its
existing  services and systems,  the  acceptance of new services in the wireless
industry and the Company's  ability to develop new services and systems or adapt
existing services or systems to keep pace with changes in the wireless telephone
industry. Further, a rapid shift away from the use of wireless in favor of other
services  could affect  demand for the  Company's  service  offerings  and could
require the Company to develop  modified or  alternative  service  offerings  to
address the particular needs of the providers of such new services. There can be
no assurance  that the Company will be successful in developing or marketing its
existing or future service offerings or systems in a timely manner, or at all.

The Company is currently devoting  significant  resources toward the support and
enhancement  of its prepaid  wireless  services  and systems to maintain  system
reliability  and expand the C2C  network.  The Company has  experienced  network
outages that result in reductions in revenue in accordance  with penalty clauses
contained  in  certain  of the  Company's  carrier  customer  contracts.  If the
Company's  future  efforts to avoid outages are  unsuccessful,  such outages can
result in  additional  lost  revenue for the  Company  and damage the  Company's
reputation.  The occurrence of one or more outages could have a material adverse
effect on the Company's business, operating results and financial condition.

There can be no assurance that the Company will successfully support and enhance
the C2C network  effectively to avoid system outages and any associated  loss in
revenue,  that the market for the  Company's  prepaid  service will  continue to
develop, or that the Company's C2C network will successfully support current and
future  growth.  Furthermore,  the Company has expended  significant  amounts of
capital to support the C2C agreements it has secured with its carrier customers.
Because C2C revenues are principally  generated by prepaid subscriber minutes of
use, the  Company's  C2C revenues  can be impacted by the  carrier's  ability to
successfully  market and sell prepaid services.  Revenues from the Company's C2C
network are  dependent on the ability to retain  subscribers  on the network and
there can be no assurance  that the Company's  churn rate  (percentage  of total
subscribers that terminate service on the network) will not increase,  which may
result in  reductions in subscriber  growth and related  revenues.  Teleservices
revenues associated with billing inquiry support for C2C carrier customers are a
significant  portion of  teleservices  revenues and therefore these revenues are
dependent upon the size and growth of the C2C subscriber base. In addition,  the
Company has enabled  carrier  customers  to license  software  that  enables C2C
customers to perform their  billing  inquiry  in-house if they choose.  This may
reduce the Company's  Teleservices  revenues  significantly  and reduce  profits
accordingly.

The Company has expanded its operations rapidly, creating significant demands on
the Company's administrative,  operational,  development and financial personnel

<PAGE>

and other  resources.  In  addition,  the growth of the  Company's  Teleservices
Division is dependent on recruiting, training and retaining employees to perform
customer  services  responsibilities.  Additional  expansion  by the Company may
further strain the Company's  management,  financial and other resources.  There
can be no  assurance  that  the  Company's  systems,  procedures,  controls  and
existing  space  will  be  adequate  to  support   expansion  of  the  Company's
operations.  If the Company's management is unable to manage growth effectively,
the quality of the Company's  services,  its ability to retain key personnel and
its business,  financial condition and results of operations could be materially
and adversely affected.

The Company's  operations are supported by many hardware components and software
applications  from third party  vendors.  There can be no assurances  that these
hardware  components and software  applications will function in accordance with
specifications  agreed upon by the Company and its vendors.  If the hardware and
software  do not  function  as  specified,  the  Company's  business,  financial
condition and results of operations could be materially and adversely affected.

All products  sold to  international  customers are priced in U.S.  dollars.  In
addition,  many Systems Division  customers are multinational  corporations that
are publicly traded in the U.S. All payments are received in U.S.  dollars which
helps to protect the Company  from the need to hedge  against  foreign  currency
risk.  While  these  provisions  serve to  protect  the  Company  from  accounts
receivable  losses,  there can be no  assurances  that systems  sales to foreign
countries will not result in losses due to devaluation of foreign  currencies or
other international business conditions outside of the Company's control.

The market for services to wireless  carriers is highly  competitive and subject
to rapid  change.  A number  of  companies  currently  offer  one or more of the
services  offered by the  Company.  In  addition,  many  wireless  carriers  are
providing or can provide,  in-house,  the services that the Company  offers.  In
addition,  the  Company  anticipates  continued  growth and  competition  in the
wireless  carrier  services  industry  and  consequently,  the  entrance  of new
competitors  in the future.  An increase in  competition  could  result in price
reductions and loss of market share and could have a material  adverse effect on
the Company's business, financial condition or results of operations.

The  Company's  success  and  ability to compete is  dependent  in part upon its
proprietary  technology.  If  unauthorized  copying  or misuse of the  Company's
technology  were to occur to any  substantial  degree,  the Company's  business,
financial  condition  and results of operations  could be  materially  adversely
affected.  In  addition,  some of the  software  used to support  the  Company's
services  is  licensed  by the  Company  from  single  vendors,  which are small
corporations.  There can be no assurance  that these  suppliers will continue to
license  this  software  to the  Company  or,  if any  supplier  terminates  its
agreement  with  the  Company,  that  the  Company  will be able to  develop  or
otherwise  procure  software  from  another  supplier  on a timely  basis and at
commercially acceptable prices.

The Company's  operations are dependent on its ability to maintain its computer,
switching  and other  telecommunications  equipment  and  systems  in  effective

<PAGE>

working  order and to protect its  systems  against  damage  from fire,  natural
disaster, power loss,  telecommunications failure or similar events. Any damage,
failure or delay that causes  interruptions  in the Company's  operations  could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

All products  sold to  international  customers are priced in U.S.  dollars.  In
addition,  many Systems Division  customers are multinational  corporations that
are publicly traded in the U.S. All payments are received in U.S.  dollars which
helps to protect the Company  from the need to hedge  against  foreign  currency
risk.  While  these  provisions  serve to  protect  the  Company  from  accounts
receivable  losses,  there can be no  assurances  that systems  sales to foreign
countries will not result in losses due to devaluation of foreign  currencies or
other international business conditions outside of the Company's control.


PART II.  OTHER INFORMATION:


Item 1. Legal Proceedings

In December 1999, the Company was named as a defendant in a suit filed in United
States  District  Court for the Northern  District of Iowa by a former  supplier
(the  "Supplier")  of  materials  to a  subsidiary  of the  Company.  A purchase
contract  for an  unspecified  number of  components  was signed in 1997 and the
Supplier  became the Company's sole supplier for a certain  system  component in
1997  and  early  1998.   The  suit  alleges  that  the  Company   breached  the
confidentiality  clause of the contract,  misappropriated  the Suppliers'  trade
secrets  and  interfered  with  actual  and  prospective  contracts  with  other
customers.  The Supplier has  requested  injunctive  relief and seeks actual and
punitive  damages for lost profits and damage to the  supplier's  reputation  in
excess of $1 million.  In July 2000,  the  Supplier  filed a motion to amend the
complaint by dropping the trade secret claim and the request for injunction. The
Company believes that the claim is without merit.

In December 1999, the Company was named as a defendant in a suit filed in United
States  District  Court  for the  District  of New  Jersey by  another  supplier
("Supplier  II") of  materials to a subsidiary  of the  Company.  The  Company's
subsidiary  and Supplier II signed a contract for the  subsidiary to purchase up
to 1,000 units of a certain system component with a provision giving the Company
most favored nation  pricing.  In February 1999, the Company  stopped  shipments
from  Supplier  II.  Supplier  II then  invoiced  the  Company  for  $437,000 to
compensate for components not shipped. Subsequently, the Company discovered that
Supplier II had not extended most favored nation pricing to the Company over the
entire contract period. The suit against the Company alleged breach of contract,
lost profits of $350,000 and  fraudulent and unfair  conduct.  In June 2000, the

<PAGE>

matter was settled as the Company  agreed to purchase  additional  equipment and
pay a penalty to Supplier II. The penalty did not exceed the reserve  previously
recorded by the Company.

Please refer to other legal  proceedings  noted in the March 31, 2000 10-Q filed
with the SEC.

Item 4.  Submission of Matters to a Vote of Security Holders

                  The Company held the 2000 Annual Meeting of Shareholders  (the
                  "Annual Meeting") on May 25, 2000. At the Annual Meeting,  the
                  following actions were taken:

1.   The shareholders  elected Gerald Segel, Mark J. Kington, and Rajendra Singh
     as Class I Directors  of the  Company to serve three year terms.  The table
     below outlines the voting results:
                                      Number of Shares/Votes
                                      For               Withheld

      Segel                          13,529,521         40,916
      Mark J. Kington                13,528,150         42,287
      Rajendra Singh                 13,529,934         40,503

In   addition,  Paul J. Tobin,  E.Y. Snowden,  Fredrick J. von Mering,  Brian E.
     Boyle,  Paul R. Gudonis,  and Jerrold D. Adams are continuing  directors of
     the Company.

               2. The shareholders ratified the appointment of Ernst & Young LLP
               as the  Company's  independent  auditors by a vote of  13,540,815
               shares of Common Stock for, 15,361 shares of Common Stock against
               and 14,261 shares of Common Stock abstained.


                  3.  The  shareholders  ratified the adoption of the  Company's
                      2000 Stock Option Plan by a vote of  11,833,868  shares of
                      Common  Stock  for,   1,703,866  shares  of  Common  Stock
                      against, and 32,703 shares of Common Stock abstained.

Item 6.  Exhibits and Reports on Form 8-K


                  a) Exhibits

                      The  exhibits  listed in the Exhibit  Index are part of or
                      included in this report.

                  b) Reports on Form 8-K

                     NONE


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of

<PAGE>

        1934, the registrant has duly caused this report to be signed
        on its behalf by the undersigned, thereunto duly authorized.

        Boston Communications Group, Inc.
        (Registrant)


        Date: August 8, 2000        By:     /s/ Karen A. Walker
                                            -------------------
                                            Karen A. Walker
                                            Vice President, Financial
                                            Administration and Chief Financial
                                            Officer (Principal Financial and
                                            Accounting Officer and Duly
                                            Authorized Officer)



<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.                Description


10.59             Boston Communications Group, Inc. 2000 Stock Option Plan

27                Financial Data Schedule