<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

(MARK ONE)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2000, OR

[ ]      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 0-21485

                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                   DELAWARE                                      38-3306717
       (State or Other Jurisdiction of                       (I.R.S. Employer
        Incorporation or Organization)                      Identification No.)

17570 WEST 12 MILE ROAD, SOUTHFIELD, MICHIGAN                      48076
 (Address of Principal Executive Offices)                        (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (248) 386-8300

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

                SECURITIES PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

         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
filings 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. [ ]


<PAGE>   2
     We are amending our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, to provide the information required to be set forth in Part
III of the Annual Report on Form 10-K. We have made no further changes to our
Annual Report on Form 10-K filed with the SEC on April 2, 2001.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     We have set forth information regarding executive officers in Part I of our
Annual Report on Form 10-K filed with the SEC on April 2, 2001.

                   DIRECTORS WHOSE TERMS CONTINUE UNTIL 2001:

     Reginald M. Ballantyne III (age 57) has served as a Director of the Company
since August 1996. Mr. Ballantyne was initially appointed to Superior's Advisory
Council in 1995. He has held the position of President of PMH Health Resources,
Inc. since 1984. Prior to that, Mr. Ballantyne served as President of Phoenix
Memorial Hospital. Mr. Ballantyne was elected Chairman of the American Hospital
Association ("AHA") in 1997 and served as Speaker of the AHA House of Delegates
in 1998. He is a Fellow of the American College of Healthcare Executives
("ACHE") and a recipient of the ACHE Gold Medal Award for Management Excellence.
Mr. Ballantyne also served as a member of the national Board of Commissioners
for the Joint Commission on Accreditation of Healthcare Organizations and as
Chairman of the AHA Committee of Commissioners.

     Kenneth S. George (age 52) has served as a Director of the Company since
November 1997. Mr. George is currently a General Partner for Riverside
Acquisition, L.L.C. From 1994 to 1995, Mr. George served as Chairman and Chief
Executive Officer for AmeriStat, Inc. which was sold in October, 1995 to Med
Trans., a subsidiary of Laidlaw. From 1988 through its sale to Healthtrust, Inc.
in 1994, Mr. George was Chairman and CEO of Epic Healthcare Group. Mr. George is
the founding Director of the Texas Lyceum Association and served as a member on
the Board of Managers for the Dallas County Hospital District. Mr. George also
currently serves as a State Representative in the Texas House of
Representatives.

     John L. Silverman (age 59) has served as a Director of the Company since
October 1997. Mr. Silverman is currently an independent consultant to the
healthcare industry. From 1995 through 1997, he served as Chief Executive
Officer of AsiaCare, Inc., a southeast Asian healthcare investment company. From
1990 to August 1997, he was the Vice President and Chief Financial Officer of
Chi Systems, Inc., a healthcare consulting company. Mr. Silverman is currently a
director of Integrated Health Services, Inc., MHM Services, Inc., Tangerine
Technologies, Inc. and DocNet.com Inc.

                   DIRECTORS WHOSE TERMS CONTINUE UNTIL 2002:

     Ronald V. Aprahamian (age 54) has served as Chairman of Superior since
October 2000. Previously, Mr. Aprahamian founded and served as chairman and
chief executive officer of Compucare, Inc. and The Compucare Company. Mr.
Aprahamian has served as chairman of the Center for Healthcare Information
Management, and is a board member and investor of Sunrise Assisted Living, Inc.
and Metrocall, Inc. He currently serves as a consulting director at Riggs
National Bank of Washington, D.C.

     Richard D. Helppie, Jr. (age 45) is the founder of Superior and served as
Superior's President and CEO from May 1984 to January 1999, and as Chairman from
May 1984 to October 2000. Mr. Helppie currently serves as Chief Executive
Officer, and is a Director, of the Company. Mr. Helppie has more than 26 years
of experience in the healthcare and information systems industries. He currently
serves as a director of Neoforma.com, Inc.

     Richard P. Saslow (age 54) has served as a Director of the Company since
August 1996. Mr. Saslow practiced business law and commercial litigation with
the firm of Butzel Long, PC from January 1991 to January 1997. Prior to that
period, Mr. Saslow practiced law with the firm of Butzel, Keidan, Simon, Meyers
& Graham from 1974 to 1990. Mr. Saslow joined the Company in January 1997 and
has served since that time as Vice President and General Counsel.

                   DIRECTORS WHOSE TERMS CONTINUE UNTIL 2003:

     Douglas S. Peters (age 57) has served as a Director of the Company since
August 1996. Mr. Peters has served as the President and Chief Executive Officer
of Jefferson Health System since its formation in 1995. Previous to that, Mr.
Peters served in the same capacity for Main Line Health, Inc. Mr. Peters was a
Senior Vice President with Blue Cross Blue Shield of Illinois and prior to that
was the President and CEO of Henry Ford Health System. Mr. Peters has 34 years
of healthcare industry experience. Mr. Peters is also a director of the
Philadelphia Contributionship. Mr. Peters is a Fellow of ACHE.


                                       2
<PAGE>   3
     Satish K. Tyagi (age 44) became a Director of the Company on April 26,
2001. Mr. Tyagi has been a Principal Partner with Delta Capital & Research
("DC&R") since he founded DC&R in August 2000. From July 1997 until May 2000,
Mr. Tyagi was Managing Director, Institutional Research at SG Cowen Securities
Corp. Prior to that he was Managing Director, Equity Research at Jefferies
Group, Inc. Mr. Tyagi has over 16 years of experience in the healthcare
industry, including six years in healthcare management consulting. Mr. Tyagi is
currently a director of PMR Corp.

     Charles O. Bracken (age 51) has served as a Director since January 1, 1999,
and has served as Superior's Executive Vice President since joining Superior in
March 1987. Mr. Bracken has more than 30 years of experience in the healthcare
and information systems industries. Prior to joining Superior, Mr. Bracken spent
three years as vice president of marketing of a healthcare information software
firm, preceded by 10 years of related experience in healthcare information
systems management, including positions as Chief Information Officer for single
and multi-hospital corporations.

               SECTION 16(a) BENEFICIAL OWNER REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act requires the Company's
directors and executive officers, and any persons who own more than ten percent
(10%) of the Company's Common Stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

     To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 2000, all such Section
16(a) filing requirements were complied with, except for a Form 4 which was to
be filed by Richard R. Sorensen by December 10, 2000. Such form was filed on
April 10, 2001.


                                       3
<PAGE>   4
ITEM 11. EXECUTIVE COMPENSATION

                             MANAGEMENT COMPENSATION

GENERAL

     The following table sets forth all compensation awarded or earned during
the last three fiscal years by the Company's Chief Executive Officer, the three
other executive officers of the Company who were serving at the end of our last
completed fiscal year, and Robert R. Tashiro and James T. House, who served as
executive officers of the Company until October 11, 2000. (the "Named Executive
Officers"):

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>

                                                                                                 LONG TERM
                                                             ANNUAL COMPENSATION(1)             COMPENSATION
                                                       -------------------------------------    ------------
                                                                                                 SECURITIES
    NAME AND PRINCIPAL                       FISCAL                            OTHER ANNUAL      UNDERLYING      ALL OTHER
         POSITION                             YEAR      SALARY      BONUS      COMPENSATION      OPTIONS(#)    COMPENSATION(2)
---------------------------------------      ------    --------   --------     -------------     ----------    ---------------
<S>                                          <C>       <C>        <C>          <C>               <C>           <C>
Richard D. Helppie, Jr................        2000    $ 329,236   $      0        $  0             45,000          $ 1,405
  Chief Executive Officer                     1999      337,000          0           0             50,000            1,411
  of the Company                              1998      325,000     20,000           0             25,000            5,735
Charles O. Bracken                            2000    $ 320,000   $ 20,000        $  0             50,000          $ 1,376
  Executive Vice President                    1999      320,000          0           0             50,000            1,411
  of the Company                              1998      310,000     30,000           0             25,000            5,692
George S. Huntzinger(3)...............        2000    $  58,300   $      0        $  0             10,000          $   222
  President and Chief
  Operating Officer of the
  Company
Richard R. Sorensen                           2000    $ 200,000   $      0        $  0             20,000          $ 1,203
  Chief Financial Officer                     1999      200,000     22,950           0             11,000            1,315
  of the Company                              1998       69,231      5,877           0             10,000              611
Robert R. Tashiro(4)..................        2000    $ 294,000   $      0        $  0             50,000          $ 1,362
  Former President and                        1999      301,000          0           0             50,000            1,411
  Chief Operating Officer                     1998      290,000     30,000           0             25,000            5,648
  of the Company
James T. House(5).....................        2000    $ 173,000   $ 24,837(6)     $  0             47,500          $ 1,077
  Former Vice President,                      1999      175,000     21,296           0             51,500            1,267
  Chief Financial Officer,                    1998      150,000     51,183           0             25,000            5,323
  Treasurer and Assistant
  Secretary of the Company
</TABLE>

--------------------------------------------------------------------------------

(1)  Effective January 4, 1999, the Company entered into agreements with Messrs.
     Helppie and Bracken which provided them with aggregate potential annual
     compensation of $967,000, comprised of base salary and bonus compensation
     under their 2000 bonus plans based on achievement of certain pre-determined
     performance criteria. Effective October 11, 2000, the Company entered into
     an agreement with Mr. Huntzinger which provided him with annual
     compensation of $286,000. Mr. Sorensen's employment agreement dated August
     10, 1998, provides for annual compensation of $200,000.

(2)  Represents amounts paid by the Company during fiscal 2000 for (i) long-term
     and short-term disability insurance premiums as follows: Messrs. Helppie,
     Bracken, Sorensen, Tashiro and House - $915 each and Mr. Huntzinger - $153;
     and (ii) life insurance premiums for which the Company is not the
     beneficiary as follows: Mr. Helppie - $490, Mr. Bracken - $461, Mr.
     Huntzinger - $69, Mr. Sorensen - $288, Mr. Tashiro - $447 and Mr. House -
     $162.

(3)  Represents Mr. Huntzinger's compensation from October 11, 2000, the date on
     which he joined the Company, until December 31, 2000.

(4)  Mr. Tashiro resigned as the Company's President and Chief Operating Officer
     on October 11, 2000, and continued thereafter as an employee of the Company
     at the same compensation level.

(5)  Consists of Mr. House's compensation until November 30, 2000, the
     date on which he left the Company, plus compensation paid to Mr. House
     pursuant to a Resignation and Separation Agreement dated as of December 1,
     2000.


                                       4
<PAGE>   5
(6)      Represents compensation deferred from 1996.

EXECUTIVE OPTION GRANTS

    The following table contains information concerning the stock option grants
made to each of the Named Executive Officers in 2000.


                                                 OPTION GRANTS IN FISCAL 2000

<TABLE>
<CAPTION>

                                                                 INDIVIDUAL GRANTS                        POTENTIAL REALIZABLE
                                             --------------------------------------------------------       VALUE AT ASSUMED
                                              NUMBER OF                                                   ANNUAL RATES OF STOCK
                                             SECURITIES   PERCENT OF TOTAL     EXERCISE                  PRICE APPRECIATION FOR
                                             UNDERLYING  OPTIONS GRANTED TO     PRICE                        OPTION TERM(1)
                                               OPTIONS      EMPLOYEES IN         PER      EXPIRATION    ------------------------
                  NAME                         GRANTED       FISCAL 2000       SHARE(2)      DATE           5%           10%
           -------------------------------   ----------- ------------------    --------   ----------    ----------- ------------
<S>                                          <C>         <C>                   <C>        <C>           <C>         <C>
           Richard D. Helppie, Jr.........     45,000          3.4%            $ 13.63      01/04/10    $ 385,733   $   977,522
           Charles O. Bracken.............     50,000          3.8%              13.63      01/04/10      428,592     1,086,136
           George S. Huntzinger...........     10,000          0.8%               3.19      08/31/10       20,062        50,840
           Richard R. Sorensen............     20,000          1.5%              13.63      01/04/10      171,437       434,454
           Robert R. Tashiro..............     50,000          3.8%              13.63      01/04/10      428,592     1,086,136
           James T. House.................     47,500          3.6%              13.63      01/04/10      407,162     1,031,829
</TABLE>

----------

(1)      In accordance with SEC rules, these columns show gains that might exist
         for the option over the life of the option, a period of ten years. This
         valuation is hypothetical: if the stock price does not increase above
         the exercise price, compensation to the named executive officers will
         be zero. A 5% or 10% annually compounded increase in the Company's
         stock price from the date of grant to the end of the option term would
         result in stock prices of $22.20 and $35.35 per share, respectively, in
         the case of the options with an exercise price of $13.63 per share and
         $5.20 and $8.27 per share, respectively, in the case of the options
         with an exercise price of $3.19 per share.

(2)      The options granted to Messrs. Helppie, Bracken, Sorensen, Tashiro and
         House became exercisable on January 1, 2001. The options granted to Mr.
         Huntzinger become exercisable in eight equal quarterly installments
         beginning on October 1, 2000 and ending on July 1, 2002.



                                       5
<PAGE>   6
OPTION EXERCISES AND HOLDINGS

    The following table sets forth information concerning stock options
exercised by the Named Executive Officers during 2000, as well as the value of
unexercised options held by such persons on December 31, 2000. The values for
in-the-money options (which represent the positive spread between the exercise
price of any existing stock options and $2.75 per share, the closing price of
the Common Stock as reported by the Nasdaq National Market on December 29, 2000)
also are included.

                   AGGREGATE OPTION EXERCISES IN FISCAL 2000
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                          NUMBER OF SECURITIES
                                                                         UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                                                                               OPTIONS AT                IN-THE-MONEY OPTIONS AT
                                              SHARES                        DECEMBER 31, 2000               DECEMBER 31, 2000
                                             ACQUIRED                ------------------------------   ----------------------------
                                               UPON        VALUE
                     NAME                    EXERCISE   REALIZED(1)    EXERCISABLE    UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
            ------------------------------  ---------   -----------  --------------  --------------   ------------- --------------
<S>                                         <C>         <C>          <C>             <C>              <C>           <C>
            Richard D. Helppie, Jr .......      0           $ 0         60,000           60,000         $  0           $  0
            Charles O. Bracken............      0             0         60,000           65,000            0              0
            George S. Huntzinger..........      0             0          1,250            8,750            0              0
            Richard R. Sorensen...........      0             0          6,200           34,800            0              0
            Robert R. Tashiro.............      0             0         24,000          106,000            0              0
            James T. House(2).............      0             0        151,272                0            0              0
</TABLE>

----------

(1)      Calculated as the difference between the fair market value of the
         Company's Common Stock at the time of the option exercise and the
         exercise price.

(2)      Mr. House's options became exercisable at the time he left the Company
         pursuant to the terms of the Company's Long-Term Incentive Plan and Mr.
         House's resignation and separation agreement.

                           COMPENSATION OF DIRECTORS

    Pursuant to the terms of the formula program of the Long-Term Incentive
Plan, each director of the Company who is not otherwise employed by the Company
automatically will be granted two options to purchase an aggregate of 10,000
shares of Common Stock upon the day the director joins the Board and again
thereafter on the first day of the quarter following each anniversary of the day
the director joined the Board during his or her term, for so long as he/she
remains a director. The options will have an exercise price equal to the fair
market value of the Common Stock as of the grant date. The first option is to
purchase 5,000 shares of Common Stock, of which 3,000 shares will be fully
vested on the date of the grant. The remaining option to purchase 2,000 shares
will become fully vested on the first anniversary of the date of the grant,
provided that the director/grantee shall have attended all regularly scheduled
meetings of the Board and shall have participated in not less than 80% of all
Board conference calls scheduled on notice of not less than 48 hours. The second
option is to purchase 5,000 shares of Common Stock, of which 1,000 shares will
be fully vested on the date of grant. The remaining option to purchase 4,000
shares will become fully vested on the first anniversary of the date of the
grant, provided that the director/grantee shall have attended all regularly
scheduled meetings of the Board and shall have participated in not less than 80%
of all Board conference calls scheduled on notice of not less than 48 hours. In
addition, each non-employee director receives an annual fee of $10,000 in
compensation for attendance at four regularly scheduled Board meetings, and for
participation in special meetings of the Board and Board conference calls. In
addition, each non-employee director was granted a special, one-time option to
purchase 10,000 shares of Common Stock in November, 2000. These options have an
exercise price equal to $3.00, the fair market value of the Common Stock as of
the date of the grant, and they become fully vested one year from the date of
the grant.

    Directors are also reimbursed for travel expenses incurred in connection
with attending board and committee meetings.




                                       6
<PAGE>   7

            EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS

    Richard D. Helppie, Jr.'s compensation agreement provides for an annual
salary of $337,000 in 2000 and his bonus plan provides for an annual bonus in
2000 of an amount not more than $150,000. Mr. Helppie's compensation shall be
subject to review of the Compensation Committee of the Board.

    Charles O. Bracken's employment agreement provides for his employment as
Executive Vice President of the Company at an annual base salary of $320,000 in
2000 and his bonus plan provides for an annual bonus in 2000 of up to $160,000
per year. Under the employment agreement, Mr. Bracken is subject to
noncompetition, nonsolicitation and nondisclosure covenants.

    Robert R. Tashiro's employment agreement provides for an annual base salary
of $301,000 in 2000 and his bonus plan provides for an annual bonus in 2000 of
an amount not more the $150,000. Under the employment agreement, Mr. Tashiro is
subject to noncompetition, nonsolicitation and nondisclosure covenants.

    James T. House's employment agreement provides for an annual base salary of
$175,000 in 2000 and his bonus plan provides for an annual bonus in 2000 of not
more than $100,000. Mr. House entered into a resignation and separation
agreement with the Company on December 1, 2000, which provides for salary
continuation for a period of one year. Under the resignation and separation
agreement, Mr. House is subject to the noncompetition, nonsolicitation and
nondisclosure covenants set forth in his employment agreement.

    The employment or compensation agreements with each of Mr. Helppie, Mr.
Bracken and Mr. Tashiro provide salary continuation benefits in the event that
the executive officer's employment is terminated by the Company for any reason
other than gross misconduct, embezzlement or attempted embezzlement of money or
property of the Company or a subsidiary or an affiliate, the executive officer's
perpetration or attempted perpetration of fraud on the Company or a subsidiary
or an affiliate, or the executive officer's participation in a fraud or
attempted fraud on the Company. Upon such termination, the officer shall receive
his base salary for a period of two years in the case of Mr. Helppie and one
year in the case of Mr. Bracken and Mr. Tashiro from the date of termination and
his bonus, if any, earned up through and including the date of termination. In
addition, any stock options granted up to the date of termination vest
immediately upon termination, but no new stock options will be granted after the
date of termination.

    The employment or compensation agreements with each of Mr. Helppie, Mr.
Bracken and Mr. Tashiro also provide salary continuation benefits in the event
that the executive officer's employment is terminated due to a Change in Control
(as defined below) of the Company. Upon such termination, the executive officer
will receive an amount equal to three times the full annual base salary in
effect for the year of termination plus three times the full year's bonus
opportunity in effect for the year of termination. In addition, stock options
granted up to the date of termination vest immediately upon termination;
however, no new stock options will be granted after the date of termination. The
resignation and separation agreement with Mr. House provides for the
acceleration of payment of amounts due to Mr. House in the event of a Change in
Control. A Change in Control is defined to include the acquisition by any person
or group of 50% or more of the Company's then-outstanding voting securities, the
approval by the stockholders of a merger, consolidation, recapitalization or
reorganization of the Company that would result in a transfer of more than 25%
of the total voting securities, and the approval by the stockholders of a
liquidation of the Company or sale of more than 50% of the Company's assets.

    George S. Huntzinger's employment agreement provides for his employment
as President and Chief Operating Officer of the Company at an annual base salary
of $286,000. Under the employment agreement, Mr. Huntzinger is subject to
noncompetition, nonsolicitation and nondisclosure covenants.

    The employment agreement with Mr. Huntzinger provide salary
continuation benefits in the event that his employment is terminated by the
Company for any reason other the commission of a felony or a crime involving
moral turpitude or the commission of any other act or omission involving
dishonesty or fraud with respect to the Company or any of its subsidiaries or
any of their respective customers or suppliers, conduct causing the Company or
any of its subsidiaries substantial public disgrace or disrepute, substantial
and repeated failure continuing after written notice thereof to perform duties
of the office held by Mr. Huntzinger as reasonably directed by the Chief
Executive Officer of the Company, gross negligence or willful misconduct with
respect to the Company or any of its subsidiaries, or any material breach of the
noncompetition, nonsolicitation and nondisclosure covenants of the employment
agreement. Upon such termination, Mr. Huntzinger shall receive his base salary
for a period of six months from the date of termination. Mr. Huntzinger's rights
under the other benefit plans and programs of the Company shall be determined in
accordance with the terms of such plans and programs as in effect on the date of
termination.

    Richard R. Sorensen's employment agreement provides for an annual base
salary of $200,000 in 2000. Under the employment agreement, Mr. Sorensen is
subject to noncompetition, nonsolicitation and nondisclosure covenants.




                                       7
<PAGE>   8
          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    Ronald V. Aprahamian served as a member of the Company's Compensation
Committee in 2000. Mr. Aprahamian purchased from the Company 200,000 shares of
the Company's common stock at fair market value in October, 2000. Of the total
purchase price of $307,540 paid by Mr. Aprahamian, he paid $2,000 in cash from
personal funds and executed and delivered a promissory note, secured by the
shares of common stock purchased by Mr. Aprahamian, to the Company in the
principal amount of $305,540, with interest accruing annually at the rate of
9.5%. The principal and accrued and unpaid interest is payable no later than
October, 2002.

                         COMPENSATION COMMITTEE REPORT
                           ON EXECUTIVE COMPENSATION

RESPONSIBILITIES AND COMPOSITION OF THE COMMITTEE

    The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for (i) establishing compensation programs for the
executive officers of the Company designed to attract, motivate and retain key
executives responsible for the Company's success; (ii) administering and
maintaining such programs in a manner that will benefit the long-term interests
of the Company and its stockholders; and (iii) determining the compensation of
the Company's Chief Executive Officer. The Committee is composed of three
directors - Ronald V. Aprahamian, Kenneth S. George and John L. Silverman, its
Chairperson. All three of these directors have never served as employees of the
Company.

    This report describes the philosophy that underlies the cash and
equity-based components of the Company's executive compensation program. It also
describes the details of each element of the program, as well as the rationale
for compensation paid to the Company's Chief Executive Officer and its executive
officers in general.

COMPENSATION PHILOSOPHY AND OBJECTIVES

    The Committee believes that the Company's executive officer compensation
should be determined according to a competitive framework and based on overall
financial results, individual contributions and teamwork that help build value
for the Company's stockholders. Within this overall philosophy, the Committee
bases the compensation program on the following principles:

COMPENSATION OF EXECUTIVE OFFICERS GENERALLY

    The Company's executive compensation program is designed to link executive
pay to Company performance and to provide an incentive to executives to manage
the Company with a principal view to enhancing stockholder value.

    Generally, the Company's executive compensation program makes a significant
portion of each executive's cash compensation contingent upon growth and
improvement in the Company's results of operations, with the potential to earn
exceptional rewards for exceptional performance. More specifically, the program
is designed to provide compensation for meeting and exceeding internal goals and
to provide incentives to increase the market value of the Company's Common
Stock. The program is also designed to attract and retain talented executives
who are essential to the Company's long-term success within a highly competitive
industry that demands unique talents, skills and capabilities.

    Compensation criteria are evaluated annually to ensure they are appropriate
and consistent with the business objectives which are important in meeting the
Company's earnings per share, operating profits and revenue goals and in
enhancing stockholder value. The Company's executive compensation policies and
programs are intended to: (i) provide rewards contingent upon Company and
individual performance; (ii) link executive compensation to sustainable
increases in and the preservation of stockholder value; (iii) promote teamwork
among executives and other Company employees; (iv) retain a strong management
team; and (v) encourage personal and professional development and growth.

    BASE SALARY. The Committee reviews the compensation of each of its executive
officers not less than annually. The Committee's review takes into consideration
both the Company's performance with respect to earnings per share, operating
profits and revenue, and also the duties and performance of each executive. In
making salary recommendations or decisions, the Committee exercises its
discretion and judgment based on the foregoing criteria, without applying a
specific formula to determine the weight of each factor considered. The
Committee also considers equity and fairness when comparing base salaries of
executives.



                                       8
<PAGE>   9
    INCENTIVE BONUSES. Each of the Company's Named Executive Officers was
covered under a bonus plan in 2000. Named Executive Officers have annual and
other periodic bonus opportunities equal to between $75,000 and $160,000. Mr.
Huntzinger did not have a bonus opportunity in 2000. The bonus paid to each
Named Executive Officer, if any, is discretionary up to the dollar levels in
their respective bonus plans based on financial performance criteria, including
revenue growth, profitability and performance.

    EXECUTIVE COMPENSATION IN 2000. The aggregate compensation opportunity,
including both salary and bonus, of the Named Executive Officers as a group in
2000 was $1,986,300. However, the Named Executive Officers received actual
compensation in 2000 of $1,419,373 due to the financial performance of the
Company. The base salaries of the Named Executive Officers other than Mr.
Bracken, Mr. Sorensen and Mr. Huntzinger were decreased temporarily in 2000,
after which they were returned to their prior level. Because the Company did not
achieve its financial performance goals in 2000, none of the Named Executive
Officers other than Mr. Bracken received an incentive bonus. Mr. Bracken
received a bonus of $20,000 in recognition of his individual performance.

LONG-TERM INCENTIVE COMPENSATION PLAN

    The Committee believes that the granting of stock options and other forms of
equity-based compensation is an important method of rewarding and motivating
management by aligning management's interests with those of the Company's
stockholders on a long-term basis. In addition, the Committee recognizes that
the Company conducts its business in an increasingly competitive industry and
that, in order for the Company to remain highly competitive and at the same time
pursue a high-growth strategy, it must employ the best and most talented
executives and managers who possess demonstrated skills and experience. The
Company believes that stock options and other forms of equity compensation have
given and continue to give the Company a significant advantage in attracting and
retaining such employees. The Committee believes the Incentive Plan is an
important feature of the Company's executive compensation package. Under the
Incentive Plan, the Committee's stock option subcommittee may grant options and
other forms of equity compensation to executive officers who are expected to
contribute materially to the Company's future success. In determining the size
of stock option and other equity grants, the subcommittee focuses primarily on
the Company's performance and the perceived role of each executive in
accomplishing such performance objectives, as well as the satisfaction of
individual performance objectives. The Committee also considers the number of
options held, if any, by each executive when making option grants to executive
officers. Named Executive Officers except for Mr. Huntzinger received option
grants on January 4, 2000 based upon the Company's performance in 1999. Because
the Company did not achieve its performance goals in 2000, no other options were
granted to Named Executive Officers in 2000, except for options granted to Mr.
Huntzinger upon his joining the Company in October, 2000.

    The Committee intends to continue using stock options and other forms of
equity compensation as the primary long-term incentive for the Company's
executive officers. Because they generally provide rewards to executives only to
the extent the Company's stock price increases after the options or other equity
awards are granted the Committee feels that stock options and other equity
awards granted under the Incentive Plan are an appropriate means to provide
executives with incentives that closely align their interests with those of
stockholders and thereby encourage them to promote the ongoing success of the
Company.

    In February 1999, the Board authorized the creation of the Non-Statutory
Stock Option Plan (the "Non-Statutory Plan") and reserved 1,000,000 shares of
Common Stock for issuance under the Non-Statutory Plan. Under the Non-Statutory
Plan, the Company may grant stock options in connection with acquisitions by the
Company and other special circumstances. The Non-Statutory Plan has
substantially the same form, terms and substance as the Company's Incentive
Plan, except that grants issued under the Non-Statutory Plan will not qualify as
"incentive stock options" for tax purposes, and directors and executive officers
of the Company are not eligible to receive grants under the Non-Statutory Plan.

POLICY ON DEDUCTIBILITY OF COMPENSATION

    It is the responsibility of the Committee to comply with the provisions of
Section 162(m) of the Internal Revenue Code which, except in the case of
"performance-based compensation" and certain other types of compensation, limit
to $1,000,000 the amount of the Company's federal income tax deduction for
compensation paid to the Chief Executive Officer and the other four most highly
paid executive officers.

CHIEF EXECUTIVE OFFICER COMPENSATION

    The Chief Executive Officer's salary, bonus and long-term awards follow the
policies set forth above, and are based on both the Company's performance and
the satisfaction of individual performance objectives. For the 2000 fiscal year,
Mr. Helppie's actual salary was $329,000, and Mr. Helppie did not receive a
bonus. Mr. Helppie received non-statutory stock



                                       9
<PAGE>   10
options on January 4, 2000, to purchase 45,000 shares of Common Stock at an
exercise price equal to $13.63 per share.

    The foregoing report has been approved by all of the members of the
Committee.

                                                 THE COMPENSATION COMMITTEE

                                                 John L. Silverman, Chairperson
                                                 Ronald V. Aprahamian
                                                 Kenneth S. George



                                       10

<PAGE>   11
                      STOCKHOLDER RETURN PERFORMANCE GRAPH

    Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
Nasdaq Market Index and a Company-selected peer group of providers of consulting
and/or information services (the "Peer Group"). The graph assumes that $100 was
invested on October 10, 1996, in each of the Company's Common Stock, at a price
of $16.00 per share, the Nasdaq Market Index and the Peer Group, and that all
dividends were reinvested.

         PERFORMANCE GRAPH FOR SUPERIOR CONSULTANT HOLDINGS CORPORATION

                  Prepared by Media General Financial Services
                      Produced on April 18, 2001 including
                                data to 12/31/00


LINE GRAPH

               SUPERIOR CONSULTANT
                 HOLDINGS CORP.        NASDAQ MARKET INDEX     PEER GROUP INDEX

   10/10/96          100.00                  100.00                100.00
   12/31/96          154.69                  104.71                116.55
   12/31/97          187.50                  128.08                158.83
   12/31/98          271.88                  180.64                272.78
   12/31/99          89.06                   318.60                329.20
   12/31/00          17.19                   200.25                250.63



NOTES:

(1)   Peer Group return is weighted by market capitalization.

(2)   The Peer Group is comprised of the common stock of the following
      companies: Cambridge Technology Partners, Inc.; Cerner Corporation;
      Computer Sciences  Corporation; DAOU Systems, Inc.; First Consulting Group
      Inc.; iGate Capital Corporation; International Business Machines;
      MarchFirst, Inc.; Navigant Consulting, Inc.; Renaissance Worldwide
      Corporation; Sapient Corporation; and Shared Medical Systems Corporation.


--------------------------------------------------------------------------------



Pursuant to Item 402(a)(9) of Regulation S-K promulgated by the Securities and
Exchange Commission (the "SEC"), neither the "Compensation Committee Report on
Executive Compensation" nor the material under the caption "Stockholder Return
Performance Graph" shall be deemed to be filed with the SEC for purposes of the
Securities Exchange Act, as amended (the "Exchange Act"), nor shall such report
or such material be deemed to be incorporated by reference in any past or future
filing by the Company under the Exchange Act or the Securities Act of 1933, as
amended (the "Securities Act").




                                       11
<PAGE>   12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 27, 2001 by: (i) each person known by the
Company to own beneficially more than five percent (5%) of the outstanding
shares of Common Stock; (ii) each of the Company's directors and nominees for
directors; (iii) each of the Named Executive Officers; and (iv) all directors
and named executive Officers of the Company as a group. (Each person named below
has an address in care of the Company's principal executive offices.) The
Company believes that each person named below has sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by
such holder, subject to community property laws where applicable.


<TABLE>
<CAPTION>

                                                                    SHARES BENEFICIALLY OWNED(1)
                        NAME OF BENEFICIAL OWNER                         NUMBER       PERCENT
                        ------------------------                         ------       -------
        <S>                                                          <C>               <C>
        Richard D. Helppie, Jr.(2)(3)...........................       3,468,049        31.0
        Laird Norton Financial Group, Inc.(6) ..................         917,965         8.3
        Mellon Financial Corporation(5).........................         749,600         6.8
        Wellington Management Company, LLP(7) ..................         642,800         5.8
        Ronald V. Aprahamian(4).................................         543,525         4.9
        Charles O. Bracken(3)...................................         452,853         4.0
        George S. Huntzinger(3).................................         253,225         2.3
        Robert R. Tashiro(3)....................................         213,610         1.9
        James T. House(3).......................................         151,272         1.3
        Richard P. Saslow(3)....................................          47,700           *
        John L. Silverman(3)....................................          39,519           *
        Douglas S. Peters(3)....................................          28,930           *
        Reginald M. Ballantyne III(3)...........................          27,000           *
        Kenneth S. George(3)....................................          24,000           *
        Richard R. Sorensen(3)..................................          14,900           *
        Satish K. Tyagi(3) .....................................          10,600           *
        All Directors, Executive Officers and 5% stockholders as       7,585,548        64.9
        a group.................................................
</TABLE>
----------

 *  less than 1%

(1)  Applicable percentage of ownership as of April 27, 2001 is based upon
     11,074,846 shares of Common Stock outstanding, and is determined by
     assuming the exercise of options that are held by such persons (but not
     those held by any other person) which are exercisable within 60 days of the
     date hereof. Beneficial ownership is determined in accordance with the
     rules of the Securities and Exchange Commission, and includes voting and
     investment power with respect to the shares shown as beneficially owned.

(2)  3,036,590 shares are held by The Richard D. Helppie, Jr. Trust, of which
     Mr. Helppie is the sole trustee, and 321,459 shares are held by The Richard
     D. Helppie, Jr. Ten Year Grantor Retained Annuity Trust, of which Mr.
     Helppie is the sole trustee.

(3)  Includes shares issuable upon exercise of options currently exercisable or
     exercisable within 60 days from the date hereof as follows: Mr. Helppie
     110,000 shares; Mr. Bracken 115,000 shares; Mr. Huntzinger 5,000 shares;
     Mr. Tashiro 74,000 shares; Mr. House 151,272 shares; Mr. Saslow 43,700
     shares; Mr. Silverman 24,000 shares; Mr. Peters 27,000 shares; Mr.
     Ballantyne 27,000 shares; Mr. George 24,000 shares; Mr. Sorensen 12,400
     shares; and Mr. Tyagi 4,000 shares.

(4)  Includes 3,000 shares held in a trust for the benefit of Polly Aprahamian,
     Mr. Aprahamian's mother, over which Mr. Aprahamian exercises voting and
     dispositive power.

(5)  According to the Amendment No. 2 to the Report on SEC's Schedule 13G, as of
     January 25, 2001, Mellon Financial Corporation has sole voting power of
     699,000 shares, shares voting power of 33,000 shares and has sole
     dispositive power of 749,600 shares Mellon Bank, N.A., a subsidiary of
     Mellon Financial Corporation, is the trustee of the Company's employee
     benefit plan (the "Plan"), whish is subject to ERISA. The securities
     reported include all shares held of record by Mellon Bank, N.A. as trustee
     of the Plan which have not been allocated to the individual accounts of
     employee participants in the Plan.


                                       12
<PAGE>   13
(6)  According to Report on SEC's Schedule 13G, as of April 6, 2001, Laird
     Norton Financial Group, Inc. ("LNFG") may be deemed to share voting and
     dispositive power of 917,965 shares of the Company's common stock. Of the
     917,965 shares of Company common stock, a subsidiary of LNFG, Wentworth,
     Hauser & Voilich ("Wentworth"), may be deemed to share voting and
     dispositive power of 715,715 shares of common stock with certain persons to
     whom Wentworth serves as an investment adviser. The remaining 202,250
     shares of common stock are held by another subsidiary of LNFG, Laird North
     Trust Company.

(7)  According to Report on SEC's Schedule 13G, as of February 13, 2001,
     Wellington Management Company, LLP ("WMC") may be deemed to share voting
     power of 598,800 shares and dispositive power of 642,800 shares with
     clients of WMC who are owners of record of the Company's common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    In April 1995, Superior loaned Mr. Bracken $500,000, evidenced by a term
promissory note bearing interest at 7.71% per annum. The note provides for equal
annual payments of principal and interest of $50,000, payable on December 31 of
each year beginning December 31, 1995 with the entire unpaid principal balance
due on December 31, 2015. At the option of the Company, the entire outstanding
indebtedness under the note may be accelerated in the event that Mr. Bracken's
employment with the Company is terminated. The Company and Mr. Bracken entered
into an amendment to the promissory note in December, 2000, under which Mr.
Bracken's payments of principal and interest were suspended for one year. The
largest amount of indebtedness outstanding under such note during fiscal 2000
was $458,000 as of December 31, 2000.

     During 2000, the Company sold 200,000 shares of its common stock for fair
market value to each of Mr. Aprahamian, Mr. Huntzinger and one other newly-hired
executive, in exchange for cash and promissory notes. The notes total $916,620,
bear interest at 9.5% per annum and require payment of all accrued interest and
principal in October 2002.

    In 1996 the Company entered into a tax indemnification agreement with the S
corporation shareholders of Superior which provides for, among other things, the
indemnification of each such shareholder for any losses or liabilities with
respect to any additional taxes (including interest, penalties and legal fees)
and the repayment to the Company of any amounts received as refunds, resulting
from Superior's operations during the period in which it was an S corporation.
Management believes that the Company's maximum exposure pursuant to this
agreement is not material.

    The Company leases an office facility from an entity partially owned by two
stockholders. Net rent expense for this lease was approximately $463,000,
$469,000 and $470,000 for the years ended December 31, 1998, 1999 and 2000,
respectively. The rent expense was offset by sublease income of approximately
$69,000 for the years ended December 31, 1999 and 2000.

    In 2000, the Company chartered aircraft from Clearwater Aviation, Inc., of
which Mr. Helppie is sole stockholder. Payments under this arrangement totaled
approximately $662,000 in 1998, $605,000 in 1999 and $260,000 in 2000. This
arrangement was approved by a majority of all of the independent and
disinterested members of the Board of Directors.

     Mr. Saslow, a Director, was a shareholder in the law firm of Butzel Long,
PC, Detroit, Michigan. Butzel Long and Mr. Saslow's prior firm Butzel, Keidan,
Simon, Myers & Graham, have been outside general counsel to Superior since 1985.
Mr. Saslow joined the Company as a vice president and general counsel in January
1997.

     Mr. Peters, a Director, is the President of Jefferson Health System, a
non-profit organization which, from time to time, is a client of the Company.

    During the years ended December 31, 1998, 1999 and 2000, the Company
recognized revenue of approximately $1,500,000, $1,100,000 and $4,100,000,
respectively, from entities in which it had an equity interest. Included in
accounts receivable at December 31, 2000, is approximately $1,020,000 due from
one of the entities in which it has an equity interest.



                                       13
<PAGE>   14
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                             SUPERIOR CONSULTANT HOLDINGS
                                             CORPORATION

April 30, 2001                               By: /s/ RICHARD D. HELPPIE, JR.
                                                -------------------------------
                                                Richard D. Helppie, Jr.
                                                Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                 SIGNATURES                                    TITLE                            DATE
<S>                                                   <C>                                   <C>
/s/ RONALD V. APRAHAMIAN
-----------------------------------------------        Chairman                              April 30, 2001
Ronald V. Aprahamian


-----------------------------------------------        Director                              April 30, 2001
Reginald M. Ballantyne III


-----------------------------------------------        Director and Executive                April 30, 2001
Charles O. Bracken                                     Vice President


-----------------------------------------------        Director                              April 30, 2001
Kenneth S. George

/s/ RICHARD D. HELPPIE, JR.
-----------------------------------------------        Chief Executive Officer               April 30, 2001
Richard D. Helppie, Jr.                                (Principal Executive
                                                       Officer)  and Director

/s/ DOUGLAS S. PETERS
-----------------------------------------------        Director                              April 30, 2001
Douglas S. Peters

/s/ RICHARD P. SASLOW
-----------------------------------------------        Vice President, General               April 30, 2001
Richard P. Saslow                                      Counsel and Director

/s/ JOHN L. SILVERMAN
-----------------------------------------------        Director                              April 30, 2001
John L. Silverman

/s/ RICHARD R. SORENSEN
-----------------------------------------------        Chief Financial Officer               April 30, 2001
Richard R. Sorensen                                    (Principal Financial and
                                                       Accounting Officer)
                                                                          -


-----------------------------------------------        Director                              April 30, 2001
Satish K. Tyagi

</TABLE>



                                       14