SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A
                                 AMENDMENT NO. 1 TO
[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2001

 [   ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from          to
                                             ----------  ----------

                    Commission file Number        333-16867
                                              -----------------

                           Outsourcing Solutions Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     58-2197161
------------------------------------     ---------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification Number)
   incorporation or organization)

390 South Woods Mill Road, Suite 350
       Chesterfield, Missouri                              63017
------------------------------------     ---------------------------------------
(Address of principal executive office)                  (Zip Code)

Registrant's telephone number, including area code:  (314) 576-0022

Securities registered pursuant to Section 12(b) of the Act:

       Title of each Class             Name of each exchange on which registered
----------------------------------     -----------------------------------------
              None                                         None

Securities registered pursuant to Section 12(g) of the Act: None

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant is not determinable, as the stock is not publicly traded.

APPLICABLE  ONLY TO CORPORATE  REGISTRANTS:  As of April 10, 2002, the following
shares of the Registrant's common stock were issued and outstanding:

  Senior common stock                                             489,795.93
  Voting common stock                                           6,088,479.30
  Non-voting common stock                                         480,321.30
                                                               -------------
                                                                7,058,596.53

DOCUMENTS INCORPORATED BY REFERENCE: None

EXPLANATORY  NOTE:  This  amendment is being filed because the phrase "after the
restatement  described in Note 2" was  inadvertently  omitted from the Report of
Independent  Accountants  by  PricewaterhouseCoopers  LLP, dated March 22, 2002,
included  in Item  14(a)1  of Part  IV.  The  corrected  Report  of  Independent
Accountants is included  herein and the remaining  portions of the  registrant's
Form 10-K for the year ended  December 31, 2001,  filed April 15, 2002,  are not
being amended.

<PAGE>




                        Report of Independent Accountants

To the Stockholders and Board of Directors of Outsourcing Solutions Inc.:

In our  opinion,  the  consolidated  financial  statements  listed  in the index
appearing under Item 14(a)(1) on page 44 after the restatement described in Note
2,  present  fairly,  in  all  material  respects,  the  financial  position  of
Outsourcing  Solutions  Inc.  and its  subsidiaries  as of December 31, 2001 and
2000,  and the results of their  operations and their cash flows for each of the
two years in the period ended  December 31, 2001 in conformity  with  accounting
principles  generally accepted in the United States of America. In addition,  in
our opinion,  the financial  statement  schedule  listed in the index  appearing
under Item 14(a)(2) on page 44 presents fairly,  in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated   financial   statements.   These  financial   statements  are  the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our  audits  provide  a  reasonable  basis  for our  opinion.  The
consolidated financial statements of the Company for the year ended December 31,
1999 were audited by other independent  accountants whose report dated March 28,
2000 expressed an unqualified opinion on those statements.





/s/ PricewaterhouseCoopers LLP
--------------------------------
PricewaterhouseCoopers LLP



March 22, 2002,
except for Notes 2, 22 and 24 which are as of April 12, 2002





<PAGE>



SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.


                                       OUTSOURCING SOLUTIONS INC.



                                       /s/Gary L. Weller
                                       ----------------------------------
                                       Gary L. Weller
                                       Executive Vice President and
                                         Chief Financial Officer


DATE:  May 10, 2002