SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM OCTOBER 1, 2000 TO DECEMBER 31, 2000

                         COMMISSION FILE NUMBER: 1-14234


                        AUDIO VISUAL SERVICES CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


                DELAWARE                                  13-3466655
                --------                                  ----------
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)


           111 WEST OCEAN BOULEVARD, SUITE 1110, LONG BEACH, CA 90802
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (562) 366-0620

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 / /

The registrant had 25,057,346 shares of Common Stock (par value $0.01 per share)
outstanding as of February 12, 2001.




<PAGE>

                                      INDEX

<TABLE>
           <S>                                                                                 <C>
PART I.    Financial Information
Item 1.               Financial Statements (Unaudited)

                      Consolidated Balance Sheets as of
                      December 31, 2000 and September 30, 2000................................ 2

                      Consolidated Statements of Operations for
                      the three months ended December 31, 2000 and 1999....................... 3

                      Consolidated Statements of Cash Flows for
                      the three months ended December 31, 2000 and 1999....................... 4

                      Consolidated Statement of Changes in Stockholders'
                      Equity for the three months ended December 31, 2000 and 1999............ 5

                      Notes to Consolidated Financial Statements.............................. 6

Item 2.               Management's Discussion and Analysis of
                      Financial Condition and Results of Operations...........................  8

PART II. Other Information

Item 1.               Legal Proceedings....................................................... 11

Item 2.               Changes in Securities................................................... 11

Item 5.               Other Information....................................................... 11

Item 6.               Exhibits and Reports on Form 8-K........................................ 12

SIGNATURES.................................................................................... 14
</TABLE>








                                       1
<PAGE>



                        Audio Visual Services Corporation
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                             December 31,      September 30,
                                                                                                2000               2000
                                                                                             (unaudited)         (note 1)
                                                                                             -----------       ------------
ASSETS
                                                                                                 (amounts in thousands)
<S>                                                                                            <C>                 <C>
Current Assets:

Cash and cash equivalents ..............................................................       $7,398              $1,272
Trade accounts receivable - net of allowance for doubtful
     accounts of $4,220 and $4,310 at December 31, 2000 and
     September 30, 2000, respectively ..................................................       41,168              47,585
Prepaid expenses and other current assets ..............................................       13,500              14,782
                                                                                             --------            --------
             Total Current Assets ......................................................       62,066              63,639

Property and equipment - net ...........................................................       66,139              68,103
Goodwill - net .........................................................................      269,740             272,009
Other assets ...........................................................................       11,350              10,538
                                                                                             --------            --------

             TOTAL ASSETS ..............................................................     $409,295            $414,289
                                                                                             ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Bank debt ..............................................................................      356,456                  --
Trade accounts payable .................................................................        6,679              13,249
Accrued expenses and other current liabilities .........................................       36,993              38,427
Taxes payable ..........................................................................        1,337                 830
                                                                                             --------            --------

Total Current Liabilities ..............................................................      401,465              52,506

Long-term debt .........................................................................           --             344,957
Deferred tax liability .................................................................        7,350               7,350
Other liabilities ......................................................................        1,651               1,922
                                                                                             --------            --------

             TOTAL LIABILITIES .........................................................      410,466             406,735

Stockholders' (Deficit) Equity:

Preferred stock, $0.01 par value:
     2,000 shares authorized, none issued and outstanding at
     December 31, 2000 and September 30, 2000, respectively ............................           --                  --
Common stock, $0.01 par value:
     40,000 voting shares authorized 25,057 and 24,568 shares
     issued and outstanding at December 31, 2000 and
     September 30, 2000, respectively ..................................................          251                 246
Additional paid-in capital .............................................................      168,344             168,170
Accumulated other comprehensive loss ...................................................       (6,697)             (7,828)
Deferred compensation ..................................................................         (389)               (250)
Accumulated deficit ....................................................................     (162,680)           (152,784)
                                                                                             --------            --------

TOTAL STOCKHOLDERS' (DEFICIT) EQUITY ...................................................      (1,171)               7,554
                                                                                             --------            --------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY ...................................     $409,295            $414,289
                                                                                             ========            ========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.



                                       2
<PAGE>




                        Audio Visual Services Corporation
                      Consolidated Statements of Operations
                           For the Three Months Ended
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                    December 31,
        `                                                                                 ------------------------------
                                                                                          2000                      1999
                                                                                          ----                      ----

<S>                                                                                     <C>                        <C>
Revenue ........................................................................        $106,088                  $ 98,776

Cost of revenue ................................................................          88,520                    82,028
                                                                                        --------                  --------

Gross profit ...................................................................          17,568                    16,748
                                                                                        --------                  --------

Operating expenses:
          Selling, general and administrative expenses .........................          11,167                    11,146
          Depreciation and amortization ........................................           3,335                     2,817
                                                                                        --------                  --------

                            Total operating expenses ...........................          14,502                    13,963
                                                                                        --------                  --------

Operating income ...............................................................           3,066                     2,785


Interest expense, net ..........................................................          12,777                    10,603
                                                                                        --------                  --------


Loss from continuing operations before taxes                                              (9,711)                   (7,818)

      Provision for taxes ......................................................            (185)                       --
                                                                                        --------                  --------
Loss from continuing operations ................................................          (9,896)                   (7,818)

Discontinued operations
      Loss from operations (less income taxes) .................................              --                    (6,314)
                                                                                        --------                  --------
Net loss .......................................................................         $(9,896)                 $(14,132)
                                                                                        ========                  ========

Basic and diluted loss per common share:

          Loss from continuing operations ......................................          $(0.40)                   $(0.33)
          Loss from discontinued operations, net of tax ........................              --                     (0.27)
                                                                                        --------                  --------

Net loss per common share ......................................................          $(0.40)                   $(0.60)
                                                                                        ========                  ========

See accompanying notes to the unaudited consolidated financial statements.
</TABLE>






                                       3

<PAGE>



                        Audio Visual Services Corporation
                      Consolidated Statements of Cash Flows
                           For the Three Months Ended
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                         --------------------------------
                                                                                         2000                        1999
                                                                                         ----                        ----

                                                                                              (amounts in thousands)
<S>                                                                                     <C>                        <C>
Cash flows from operating activities:
          Net loss .................................................................    $(9,896)                   $(14,132)

          Adjustments  to  reconcile  net  income to net cash used in  operating
              activities:

                 Depreciation and amortization .....................................      9,221                      11,802
                 Fixed asset write-off .............................................        117                          --
                 Deferred Compensation related to Restricted Stock .................         40                          --

          Change in assets and liabilities:

                 Decrease (increase) in trade accounts receivable ..................      6,417                        (298)
                 Increase in deferred charges.......................................         --                      (3,413)
                 Decrease in prepaid expenses and
                     other current assets ..........................................      1,281                       2,252
                 Decrease (increase) in other assets ...............................       (812)                        382
                 Increase (decrease) in trade accounts payable .....................     (6,570)                      4,522
                 Increase in deferred income .......................................         --                      13,557
                 Increase (decrease) in accrued expenses and
                     other liabilities .............................................       (881)                    (11,216)
                 Increase (decrease) in taxes payable ..............................        506                        (996)
                                                                                        -------                    --------

          Net cash provided by (used in) operating activities ......................       (577)                      2,460
                                                                                        -------                    --------

Cash flow used in investing activities:

                 Purchase of property and equipment ................................     (4,805)                    (12,994)
                                                                                        -------                    --------
          Net cash used in investing activities ....................................     (4,805)                    (12,994)
                                                                                        -------                    --------

Cash flow provided by financing activities:

                 Repayments of long-term debt ......................................         --                     (29,919)
                 Proceeds from long-term debt ......................................     11,500                      37,775
                                                                                        -------                    --------
          Net cash provided by financing activities ................................     11,500                       7,856
                                                                                        -------                    --------

Translation effect on cash and cash equivalents ....................................          8                       1,003

Net decrease in cash ...............................................................      6,126                      (1,675)
Cash, beginning of period ..........................................................      1,272                       1,675
                                                                                        -------                    --------

Cash, end of period ................................................................      7,398                       -----
                                                                                        -------                    --------

Supplemental disclosure of cash flow information:

                     Interest paid .................................................     $8,616                     $12,286
                                                                                        =======                    ========

                     Income taxes paid .............................................     $   --                        $180
                                                                                        =======                    ========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.






                                       4

<PAGE>



                        Audio Visual Services Corporation
            Consolidated Statement of Changes in Stockholders' Equity
              For the Three Months Ended December 31, 2000 and 1999
                                   (unaudited)
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                 Common Stock                               Accumulated
                                                 ------------       Additional                 Other                       Total
                                                                     Paid-in     Retained  Comprehensive   Deferred    Stockholders'
                                              Shares     Amount      Capital     Earnings     Income     Compensation     Equity
                                              ------     ------     ----------   --------  ------------- ------------  -------------

<S>                                           <C>          <C>       <C>        <C>            <C>             <C>         <C>
For the three months ended December 31, 2000:

Balance at September 30, 2000 ...............     24,568    $     246   $ 168,170   $(152,784)   $ (7,828)   $    (250) $   7,554

Net loss ....................................       --          --          --         (9,896)        --           --       (9,896)

Foreign currency translation adjustment .....       --          --          --          --          1,131          --        1,131
                                                                                                                         ---------

Comprehensive loss ..........................       --          --          --          --            --           --       (8,765)

Restricted Stock Plan .......................       --          --          --          --            --            40          40

Issuance of restricted common stock .........         489           5         174       --            --          (179)        --
                                                ---------   ---------   ---------    ---------    ---------  ---------   ---------

Balance at December 31, 2000 ................      25,057   $     251   $ 168,344    (162,680)     (6,697)        (389)     (1,171)
                                                =========   =========   =========    =========    =========  =========   =========

For the three months ended December 31, 1999:

Balance at September 30, 1999 ...............      23,697   $     236   $ 167,677   $ (40,648)   $ (4,785)   $     --    $ 122,480

Net loss ....................................        --          --          --       (14,132)        --           --      (14,132)

Foreign currency translation adjustment .....        --          --          --          --           223          --          223

Comprehensive loss ..........................        --          --          --          --           --           --      (13,909)
                                               ---------   ---------   ---------    ---------    ---------   ---------   ----------
Balance at December 31, 1999 ................      23,697   $     236   $ 167,677   $ (54,780)   $ (4,562)   $     --   $  108,571
                                               ==========   =========   =========   ==========   ==========  =========   ==========


</TABLE>



See accompanying notes to the unaudited consolidated financial statements.





                                       5

<PAGE>



                        Audio Visual Services Corporation

                   Notes To Consolidated Financial Statements
                                   (Unaudited)

1.    Interim Financial Information

       The accompanying  unaudited  consolidated  financial  statements of Audio
       Visual  Services  Corporation  (the  "Company")  have  been  prepared  in
       accordance  with  generally  accepted  accounting  principles for interim
       financial information and the instructions to Form 10-Q and Article 10 of
       Regulation S-X.  Accordingly,  they do not include all of the information
       and footnotes  required by generally accepted  accounting  principles for
       complete  financial  statements.  In  the  opinion  of  management,   the
       consolidated financial statements contain all adjustments,  consisting of
       normal recurring adjustments,  considered necessary to present fairly the
       consolidated financial position,  results of operations and cash flows of
       the  Company.  The  results  of  operations  for the three  months  ended
       December  31,  2000 are not  necessarily  indicative  of the  results  of
       operations that may be expected for any other interim or annual periods.

       The  balance  sheet at  September  30,  2000 has  been  derived  from the
       Company's audited financial statements at that date, but does not include
       all of the  information  and  footnotes  required by  generally  accepted
       accounting principles for complete financial statements.

       During the three months ended December 31, 2000, the Company  changed its
       fiscal year end from September 30th to December 31st.  Accordingly,  this
       Transition  Report  on  Form  10-Q covers the  transition  report  period
       from October 1, 2000 through  December 31, 2000. The Company will include
       audited financial statements covering the transition report period within
       the  Company's  Annual  Report  filed on Form 10K for the  period  ending
       December 31, 2001.

2.      Financial Condition

       As of February 7, 2001,  the Company  had  approximately  $356.5  million
       outstanding under its existing credit facility (the "Credit  Agreement").
       All principal and accrued interest amounts  outstanding  under the Credit
       Agreement are due on October 1, 2001 ("Maturity Date"). Accordingly,  all
       outstanding debt associated with the Credit Agreement has been classified
       as short-term in the accompanying  consolidated balance sheet at December
       31, 2000. The Company  recognizes  that it will be necessary to refinance
       or restructure its indebtedness on or before the Maturity Date.  Further,
       there can be no  assurance  that the Company will be able to refinance or
       restructure  its  indebtedness or that it will be able to take such other
       action to reduce its  indebtedness  prior to the  Maturity  Date.  In the
       event  that the  Company  is  unable  to  refinance  or  restructure  the
       indebtedness  under  the  Credit  Agreement  by the  Maturity  Date,  the
       Company's  lenders  would be  entitled  to  exercise  all or any of their
       rights  and  remedies  provided  under  the  Credit  Agreement.  Any such
       exercise of rights and remedies  thereunder  would likely have a material
       adverse  effect on the  Company,  raising  uncertainty  as to whether the
       Company would continue as a going concern.  No adjustments have been made
       to the  carrying  value of assets  and  liabilities  in the  accompanying
       financial statements to reflect this uncertainty.

       On January 29, 2001, the Company entered into an agreement with The Chase
       Manhattan  Bank and  Chase  Securities,  Inc.  for a $16  million  senior
       revolving credit facility (the "New Credit Agreement") to be utilized for
       investment in new  audiovisual  equipment and other working capital needs
       of the  Company.  The New Credit  Agreement  provided  the  Company  with
       additional  liquidity to  accelerate  and increase its  investment in new
       audiovisual rental equipment.  The New Credit Agreement is secured,  on a
       first  priority  basis,  by the same  collateral  that secures the Credit
       Agreement;  therefore,  in  connection  with entering into the New Credit
       Agreement,  the Company was required to obtain a further amendment to the
       Credit  Agreement  (the "January  2001  Amendment")  which  permitted the
       subordination  of the  collateral  in favor of the lenders  under the New
       Credit Agreement.  The maturity date of the New Credit Agreement is March
       31, 2002.  Approximately $1.1 million in debt issuance fees were incurred
       in connection with the New Credit Agreement.  Such fees will be amortized
       over  the  term  of the  New  Credit  Agreement.  Similar  to the  Credit
       Agreement, interest on outstanding amounts under the New Credit Agreement
       is payable monthly in arrears and at the option of the Company accrues at
       either (i) LIBOR plus an applicable margin or (ii) an alternate base rate
       based upon the  greatest  of (a) the agent  bank's  prime  rate,  (b) the
       three-month  secondary  certificate  of deposit  rate and (c) the federal
       funds rate. The New Credit Agreement has substantially the same financial
       covenants as those required under the Credit Agreement.

3.     Segment Information

       Description of Segments

       The operations  of the Company were  comprised  of three  business  units
       during the period:  Presentation Services(TM) (which provides audiovisual
       equipment rentals and related technical support staff to hotels,  resorts
       and conference centers),  Audio Visual  Headquarters(TM)  (which provides
       audiovisual  equipment  rentals,  technical  labor  and  related  staging
       services to production  companies and other  businesses and  associations
       for use during meetings,  conventions, trade shows, corporate theatre and
       entertainment  events)  and  Rental  Services  (which  provides  drop-off
       audiovisual equipment rentals on an as-needed basis).





                                       6
<PAGE>
        Measurement of Segment Profit or Loss

        The Company evaluates performance based upon revenues,  gross profit and
        profit  or  loss  from  operations   before   interest,   income  taxes,
        depreciation  and  amortization  ("EBITDA").  Interdivisional  sales are
        recorded at the  Company's   costs;   there  is  no  profit  or loss on
        interdivisional sales.

        Set forth below is selected  financial  information  about the Company's
reportable operating segments.


Three Months Ended December 31, 2000 (Amounts in Thousands)


                      Presentation     Audio Visual   Rentals
                        Services       Headquarters   Services       Total
                      ------------     ------------   --------       -----

Revenue                  $80,797        $20,723       $6,068       $107,588
Gross profit              14,783          1,885          900         17,568
EBITDA                    11,427          2,504          624         14,555


Three Months Ended December 31, 1999 (Amounts in Thousands)

                                 Audio
                Presentation     Visual         Rentals
                  Services    Headquarters      Services      Other      Total
                ------------ ---------------    --------      -----    --------
Revenue            $74,484      $19,382          $6,534       $ --     $100,400
Gross profit        14,221          875           1,458        194       16,748
EBITDA              10,297        1,913             813         --       13,023



Reconciliations to Consolidated Statement of Operations (Amounts in Thousands)
Three Months Ended December 31,

<TABLE>
<CAPTION>
                                                                           2000            1999
                                                                           ----            ----

<S>                                                                     <C>              <C>
Total external revenue for reportable segments                          $106,088         $98,776
Intradivision revenue for reportable segments                              1,500           1,624
Elimination of intradivision revenue                                      (1,500)         (1,624)
                                                                        --------        --------

Total consolidated revenue                                              $106,088         $98,776
                                                                        ========        ========

Total "EBITDA" for reportable segments                                   $14,555         $13,023
Corporate expenses                                                       (2,268)          (2,178)
                                                                        --------        --------

Total consolidated operating income before depreciation
          and amortization expense and interest expense, net             12,287          10,845
Depreciation and amortization expenses,
          including depreciation in cost of revenue                       9,221           8,060
Interest expense, net                                                    12,777          10,603
                                                                        --------        --------

Total consolidated operating loss
          from continuing operations before taxes                       $(9,711)       $ (7,818)
                                                                        ========        ========
</TABLE>



                                       7
<PAGE>

                        Audio Visual Services Corporation

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Three Months Ended December 31, 2000 Compared to Three Months
Ended December 31, 1999

Results of Operations

In April 2000 and May 2000, respectively,  the Company disposed of substantially
all  of  the  assets  of its  worldwide  communications  group  and  its  United
Kingdom-based Melville Exhibition Services subsidiary.  The operating results of
each  of  the  disposed   businesses   have  been  segregated  and  reported  as
discontinued  operations in the  consolidated  statements of operations  for the
three months ended December 31, 1999. The results of operations of the Company's
continuing audiovisual business segments,  Presentation  Services,  Audio Visual
Headquarters  and Rental  Services  are  discussed  below and do not include the
results of operations of the disposed or discontinued business operations.

Revenue

Revenue increased $7.3 million,  or 7.4%, from $98.8 million in the three months
ended December 31, 1999 to $106.1 million in the three months ended December 31,
2000. The increase in total revenue was primarily attributable to an increase in
sales in the Presentation Services business unit, which increased its revenue by
$6.3 million.  The sales growth resulted from an increase in sales activities at
existing  hotel  property  locations,  and the  addition of new hotel  locations
during the period.  Audio Visual Headquarters and Rental Services  experienced a
combined increase in revenues of approximately $0.9 million.

Gross Profit

Gross profit  increased  $0.8  million,  from $16.7  million in the three months
ended December 31, 1999, to $17.6 million in the three months ended December 31,
2000, primarily attributable to the Company's Audio Visual Headquarters business
unit which contributed approximately $1.0 million of the increased gross profit.
The  increased   gross  profit  within  this  business  unit  was  a  result  of
better-managed  labor  costs and closer  monitoring  of staff  utilization.  The
Presentation  Services  division  increased its gross profit in the three months
ended December 31, 2000 by $0.6 million over the prior year's comparable quarter
due to higher  revenues.  Such increase was more than offset by the gross profit
decline of the Rental  Services  division  as a result of lower  revenue.  Total
gross profit for the three months ended  December 31, 2000 and 1999 was impacted
by $5.9 million and $5.2 million,  respectively, of depreciation expense related
to  rental  equipment  used  in  the  audio  visual  services  businesses.  Such
depreciation expense is included in cost of revenue.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended December
31, 2000 and 1999 were $11.2  million.  The efforts of more  closely  monitoring
certain  costs  enabled  the  Company to  stabilize  its  selling,  general  and
administrative  expenses over the prior year. Increases in certain costs such as
professional and consultancy costs and other  miscellaneous costs were more than
offset by decreased salary and related employee expenses as well as reduced rent
and  occupancy  costs.  As  a  percentage  of  revenue,   selling,  general  and
administrative  expenses were 10.5% and 11.3% in the three months ended December
31, 2000 and 1999, respectively.

Depreciation and Amortization

Depreciation  and  amortization  expense for the three months ended December 31,
2000 was $3.3  million  compared  with $2.8  million for the three  months ended
December 31, 1999.  The increase of $0.5 million  results from the investment of
computer equipment and software packages at the Presentation Services division.

Interest expense

Interest  expense  increased  by $2.2  million, during  the three  months  ended
December 31, 2000 as compared to the three months ended  December 31, 1999,  due
to higher average outstanding indebtedness and higher borrowing costs.

Provision for taxes

Taxes reflect an allocation based upon the full year  anticipated  effective tax
rate.  The  provision  for income taxes in the quarter  ended  December 31, 2000
results from the Company's  foreign  operations. There  were no income taxes for
the three  months ended  December 31, 1999.

Net Loss

The  Company  realized a net loss of $9.9  million  for the three  months  ended
December  31, 2000  compared  with a loss of $7.8  million for the three  months
ended  December  31,  1999.  The  increase in loss of $2.1  million is primarily
attributable to the higher interest costs incurred by the Company.  The net loss
per common share from continuing  operations for the three months ended December
31, 2000 was $0.40  compared with a loss of $0.33 for the  comparable  period in
fiscal 2000.

Liquidity and Capital Resources

On October 28, 1997, the Company  entered into a loan agreement with a syndicate
of banks  pursuant to which the Company  increased its aggregate  available bank
financing from $100 million to $550 million,  consisting of a $300 million three
year  revolving  line of credit  (the  "Revolving  Facility")  to be utilized in
connection  with  future  acquisitions  and  for  working  capital  and  general
corporate  purposes and a $250 million three year term loan (the "Term Facility"
and together with the Revolving  Facility,  the "Credit  Agreement"),  which was
fully  utilized in connection  with the Company's  acquisition  of Visual Action
Holdings Plc in late 1997. Amounts outstanding under the Company's former credit
facility  were repaid with the proceeds from the Credit  Agreement.  The Company
recognized an extraordinary  loss of $0.6 million,  net of taxes of $0.4 million
in the quarter  ended  December  31, 1997  resulting  from the  write-off of the
unamortized debt issuance fees relating to the Company's former credit facility.
Approximately  $4.8 million in debt  issuance  fees were  incurred in connection
with the Credit  Agreement.  Such fees are being  amortized over the term of the
Credit Agreement.

In May,  1998,  the Company  repaid  approximately  $26  million  under the Term
Facility thereby permanently reducing availability thereunder by such amount. In
December,  1998 and July, 1999, the terms of the Revolving Facility were amended
to reduce  the  aggregate  availability  thereunder  from $300  million  to $250
million,  to amend certain financial covenants contained therein and to increase
the interest rate on amounts outstanding under the Credit Agreement.

                                       8
<PAGE>

At June 30, 1999, the Company did not achieve certain of the financial covenants
specified in the Credit Agreement. In connection with the amendments made to the
Credit  Agreement in July 1999 (the "July 1999  Amendment"),  the lenders waived
through  March 30, 2000,  all  defaults  that had arisen or might arise from the
failure  to  satisfy  the  specified  financial  covenants  for June  30,  1999,
September 30, 1999 and December 31, 1999. As part of such amendment, the Company
agreed,  among other things, to revised covenants regarding minimum consolidated
earnings before interest,  taxes,  depreciation  and amortization  ("EBITDA") as
defined in the Credit  Agreement,  for the twelve month periods  ending June 30,
September  30 and  December  31,  1999,  and to  restrictions  on the  amount of
permitted  capital  expenditures (as described in the Credit  Agreement) for the
three month periods ending September 30 and December 31, 1999.

At September 30, 1999, the Company was not in compliance  with the covenants set
forth in the July 1999  Amendment.  In December,  1999,  the Company  obtained a
further  amendment (the "December 1999 Amendment") to the Credit Agreement that,
among other  things,  extended the waivers under the July 1999  Amendment  until
October 1, 2000,  and waived through  October 1, 2000 all defaults  arising from
the failure at September 30, 1999 to satisfy the financial  covenants  specified
in the July 1999 Amendment. As part of the December 1999 Amendment,  the Company
agreed to a minimum  consolidated  adjusted  EBITDA  covenant  that was based on
post-September   30,  1999  consolidated   EBITDA  (as  defined  in  the  Credit
Agreement), and to restrictions on the amount of capital expenditures that could
be made by the Company  during the fiscal year ending  September  30, 2000.  The
minimum  required  consolidated  adjusted  EBITDA,  as defined,  for fiscal 2000
exceeds levels achieved in fiscal 1999.

In addition to the waivers and revised financial  covenants described above, the
December 1999 Amendment provided for the deferral through October 1, 2000 of the
principal  payments  due under the Term  Facility on December 31, 1999 and March
31, 2000.  The December  1999  Amendment  also included a consent by the lenders
that  would  have  allowed  the  Company  to  pursue  the  possible  sale of its
audiovisual  businesses,  provided that certain timing requirements were met and
minimum net proceeds exceeded a specified amount.

In March,  2000, the Company  entered into a further  amendment (the "March 2000
Amendment") to the Credit Agreement,  that, among other things,  (i) amended the
maturity date of the Term Facility to October 1, 2001,  (ii) reduced the amounts
available to the Company under the Credit Agreement for letters of credit, (iii)
eliminated altogether those financial covenants that the July 1999 Amendment and
December 1999  Amendments  previously had waived through  October 1, 2000,  (iv)
amended the covenant relating to minimum consolidated EBITDA for the three month
period ended  December 31, 1999, the nine month period ended March 31, 2000, the
nine month  period  ending  June 30,  2000,  the  twelve  month  periods  ending
September 30 and December 31, 2000,  and any period of four  consecutive  fiscal
quarters ending on or after March 31, 2001, (v) amended the covenant relating to
restrictions on the amount of permitted  capital  expenditures  (as described in
the Credit Agreement) such that the Company may not permit capital  expenditures
to exceed $25 million in any two  consecutive  fiscal quarters or $40 million in
any  four  consecutive  fiscal  quarters  commencing  with  the  fiscal  quarter
beginning  January 1, 2000 and (vi)  requires  the  Company  to provide  certain
additional reports to the lenders.

In addition to the amendments and revised financial  covenants  described above,
the March 2000  Amendment  also  included a consent by the  lenders to allow the
Company to proceed  with its  previously  announced  sale of its  Communications
Division  (the  "Communications  Sale")  and to pursue the sale of MES (the "MES
Sale"),  provided  that, in each case,  certain  timing  requirements  were met,
minimum net proceeds  exceeded a specific  amount and 75% of the net proceeds of
each such  disposition  would be applied to the  prepayment of the Term Facility
and the reduction of the commitment  under the Revolving  Facility.  The Company
consummated the  Communications  Sale on April 20, 2000, and consummated the MES
Sale on May 9, 2000,  and in  connection  therewith  (i) repaid an  aggregate of
$38.0 million under the Term Facility thereby permanently reducing  availability
and  outstanding  amounts  thereunder  from $199.6 million to $161.6 million and
(ii) repaid an aggregate of $47.5 million under the  Revolving  Facility,  which
resulted in a permanent  reduction of the  availability  thereunder  from $250.0
million to $202.5 million.

Pursuant to the terms of the March 2000  Amendment,  the Company  also agreed to
retain not later than June 1, 2001, an investment  banking firm for the purposes
of evaluating strategic and debt reduction alternatives.

Fees of approximately $1.2 million,  $1.4 million and $1.0 million were incurred
in connection with the amendments made to the Credit Agreement in December 1998,
July,  1999, and December 1999,  respectively.  Such fees will be amortized over
the remaining term of the Credit Agreement.

No fees were paid to the  Company's  lenders in  connection  with the March 2000
Amendment;  however, pursuant to a deferred amendment fee letter entered into in
connection with the March 2000 Amendment,  the Company will be required to pay a
fee equal to the  greater of (A) not less than $2.5  million nor more than $12.5
million or (B) not less than 2.5% nor more than  12.5% of the net  equity  value
(as  defined in the  deferred  amendment  fee  letter) of the  Company  upon the
occurrence of the earlier of (i) the maturity  date of the  Revolving  Facility,
(ii) an event of default (as defined in the Credit  Agreement),  (iii) a sale of
all or substantially all of the Company's  assets,  (iv) a sale of substantially
all of the capital  stock of the  Company,  or (v) the  repayment of all amounts
outstanding  under the Credit  Agreement  (such  events  being  referred to as a
"Triggering  Event").  The actual  amount of such fee will be  determined on the
date that a Triggering Event shall occur.

The  maturity  date  of  Credit  Agreement  is  October  1,  2001.  Interest  on
outstanding amounts under the Credit Agreement is payable monthly in arrears and
at the option of the  Company  accrues at either (i) LIBOR plus 3.00% or (ii) an
alternate  base rate based upon the greatest of (a) the agent bank's prime rate,
(b) the  three-month  secondary  certificate of deposit rate and (c) the federal
funds rate. The applicable margins are subject to change based on the occurrence
of  certain  events.  Pursuant  to  the  terms  of  the  March  2000  Amendment,
outstanding  amounts under each of the Term Facility and Revolving Facility also
accrue  additional  interest at the rate of 1% per annum payable in arrears upon
the termination of the Credit Agreement.

On January  29,  2001,  the Company  entered  into an  agreement  with The Chase
Manhattan Bank and Chase  Securities,  Inc. for a $16 million  senior  revolving
credit  facility (the "New Credit  Agreement")  to be utilized for investment in
new audiovisual  equipment and other working  capital needs of the Company.  The
New  Credit  Agreement  provided  the  Company  with  additional   liquidity  to
accelerate and increase its investment in new audiovisual rental equipment.  The
New  Credit  Agreement  is  secured,  on a first  priority  basis,  by the  same
collateral  that secures the Credit  Agreement;  therefore,  in connection  with
entering  into the New Credit  Agreement,  the Company was  required to obtain a
further  amendment to the Credit Agreement (the "January 2001 Amendment")  which
permitted the  subordination of the collateral in favor of the lenders under the
New Credit Agreement. The maturity date of the New Credit Agreement is March 31,
2002. Approximately $1.1 million in debt issuance fees were incurred in

                                       9
<PAGE>

connection with the New Credit  Agreement.  Such fees will be amortized over the
term of the  Senior  Facility.  Similar  to the Credit  Agreement,  interest  on
outstanding amounts under the New Credit Agreement is payable monthly in arrears
and at the option of the Company  accrues at either (i) LIBOR plus an applicable
margin or (ii) an  alternate  base rate based upon the greatest of (a) the agent
bank's prime rate, (b) the three-month secondary certificate of deposit rate and
(c) the federal funds rate. The New Credit Agreement has  substantially the same
financial covenants as those required under the Credit Agreement.

The  securitized  collateral  under  the  Credit  Agreement  and the New  Credit
Agreement  consist of  substantially  all of the assets of the  Company  and its
material  subsidiaries,  and the  Company  and its  material  subsidiaries  have
pledged the stock of their  respective  subsidiaries  for the ratable benefit of
its lending banks. In addition to the financial  covenants  described above, the
Credit  Agreement and the New Credit  Agreement  contain certain other covenants
and restrictions customary for credit facilities of a similar nature, including,
without limitation, restrictions on the ability of the Company to pay dividends.

The Company  believes  that it will be able to satisfy the  financial  and other
covenants  included  in the Credit  Agreement,  as  amended,  and the New Credit
Agreement.  Pursuant to the terms of the Credit  Agreement,  all  principal  and
interest  amounts  outstanding  thereunder are due on October 1, 2001 ("Maturity
Date").  Accordingly,  all outstanding debt associated with the Credit Agreement
has been classified as short-term in the accompanying consolidated balance sheet
at December  31,  2000.  The Company  recognizes  that it will be  necessary  to
refinance or restructure its  indebtedness on or before the Maturity Date. There
can be no assurance  that the Company  will be able to refinance or  restructure
its indebtedness or that it will be able to take such other action to reduce its
indebtedness prior to the Maturity Date. In the event that the Company is unable
to refinance or restructure the  indebtedness  under the Credit Agreement by the
Maturity Date, the Company's lenders would be entitled to exercise all or any of
their rights and remedies provided under the Credit Agreement. Any such exercise
of rights and remedies thereunder would likely have a material adverse effect on
the Company,  raising  uncertainty as to whether the Company would continue as a
going concern. No adjustments have been made to the carrying value of assets and
liabilities   in  the   accompanying   financial   statements  to  reflect  this
uncertainty.

As of February 7, 2001, the Company had approximately $356.5 million outstanding
under the Credit  Agreement,  of which $191.8 million was outstanding  under the
Revolving Facility.  No amounts were outstanding under the New Credit Agreement.
Cash on hand as of such date was $10.0 million.  The weighted  average  interest
rate on outstanding debt at December 31, 2000 was 9.77%.

The  following  table  sets  forth  certain   information   from  the  Company's
Consolidated  Statement of Cash Flows for the three  months  ended  December 31,
2000 and 1999.  Cash flow impacts of the  discontinued  operations have not been
segregated in the Consolidated Statements Cash Flows.

                                       Three months Ended December 31,
                                           2000                1999
                                           ----                ----

Net cash provided by (used in):

Operating activities                     $ (577)              $2,460
Investing activities                     (4,805)             (12,994)
Financing activities                     11,500                7,856

For the three months ended December 31, 2000, $0.6 million was used in operating
activities.  The net loss adjusted for depreciation and amortization,  the fixed
asset  write-offs and the deferred  compensation  expense required $0.5 million.
The net change in working  capital  required  $0.1  million,  with  decreases in
accounts receivable and prepaid and other current assets, and increases in taxes
payable, which were more than offset by increases in other assets,  decreases in
accounts  payable  and  accrued  expenses  and  other   liabilities.   Investing
activities  required  $4.8  million due to  property  and  equipment  additions.
Financing  activities  provided $11.3 million in the three months ended December
31, 2000,  of which $11.5  million was provided by drawings  under the Company's
Credit Agreement, offset by the payment of $0.2 million of debt issuance fees.

Capital expenditures were $4.8 million and $13.0 million during the three months
ended  December 31, 2000 and 1999,  respectively.  During the three months ended
December  31, 1999 and 2000,  the  purchase of audio  visual  equipment  used in
operations and the continued investment in information  technology comprised the
major portion of capital expenditures.

For the three  months  ended  December  31,  1999,  $2.5 million was provided by
operating  activities.  The net loss adjusted for  depreciation and amortization
required $2.3 million.  The net change in working capital provided $4.8 million,
with  increases in accounts  receivable and deferred  charges,  and decreases in
accrued expenses and other  liabilities and taxes payable,  which were more than
offset by decreases in prepaid  expenses and other current assets,  other assets
and  increases in accounts  payable and deferred  income.  Investing  activities
required  $13.0  million  due to property  and  equipment  additions.  Financing
activities provided $7.9 million in the three months ended December 31, 1999, of
which  $37.8  million  was  provided  by  drawings  under the  Company's  Credit
Agreement, offset by repayments of $29.9 million.


                                       10

<PAGE>

                                     PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On March 25, 1999,  a  shareholder  class action was filed in the United  States
District Court for the Southern  District of New York (the "Southern  District")
against the Company  and  certain of its former  officers  and one of its former
directors. On May 7, 1999, a shareholder class action substantially identical to
the March 25th action was filed in the Southern District against the Company and
the same individuals named in the March 25th action. Both lawsuits allege, among
other things, that defendants  misrepresented the Company's ability to integrate
various companies it was acquiring and alleges  violations of Sections 10(b) and
20(a) of the  Securities  Exchange  Act of 1934 and  various  rules  promulgated
thereunder.  The  lawsuits  seek  unspecified  money  damages,  plus  costs  and
expenses,  including  attorneys'  fees and expert fees. In November,  1999,  the
court  issued an order  consolidating  the  lawsuits  into a single  action  and
appointing lead plaintiffs and lead counsel. The plaintiffs filed a consolidated
amended complaint in January 2000. In February, 2000, the Company filed a motion
to dismiss the consolidated amended complaint.

Although the Company believes it has a meritorious  defenses to this action,  in
light of the  inherent  uncertainties  and the  burden  and  expense  of lengthy
litigation,  the Company reached an agreement in principal in late June, 2000 to
settle  the  class  action,  which was  announced  on July 20,  2000.  Under the
agreement,  all  claims  against  the  Company  and  the  individuals  named  as
defendants in the action will be dismissed  without  presumption or admission of
any liability or wrongdoing.  The principal  terms of the agreement call for the
payment  to the  plaintiff  class of the sum of $15.0  million.  The  settlement
amount was paid entirely by the Company's  insurance  carrier.  The terms of the
settlement  are subject to, among other things,  court approval and execution of
definitive settlement documentation. In the event that the action is not finally
settled, the Company would defend the lawsuit vigorously.

In addition to the litigation  described above, from time to time the Company is
a party to various legal  proceedings  incidental to its business.  Although the
ultimate disposition of these proceedings is not determinable, in the opinion of
the Company,  none of such  proceedings  has had or is likely to have a material
adverse effect on the Company's  results of operations,  financial  condition or
liquidity.

ITEM 2.  CHANGES IN SECURITIES

(a)      Not Applicable

(b)      Not Applicable

(c)      The Company issued the following unregistered securities during the
         three months ended December 31, 2000:

1.              During  the  period,  the  Company  granted  489,000  shares  of
                restricted   common  stock,  par  value  $0.01  per  share  (the
                "Restricted  Stock"),  to certain key employees  pursuant to the
                Company's  Amended and  Restated  1996 Stock  Option Plan ("1996
                Option  Plan").  The 1996 Option Plan,  as amended and restated,
                was  approved  by  the Company's  shareholders at the  Company's
                annual  meeting  in  June  2000.   The   Restricted   Stock  was
                awarded  subject to the  terms  and  conditions of  a Restricted
                Stock Agreement entered into between the Company and each of the
                applicable  employees. The grants of Restricted Stock awarded to
                each of the employees vest, in most cases, in equal amounts over
                a three year period from the date of grant.

2.              During  the  period,  the  Company  granted  592,000  options to
                purchase shares of the Company's  common stock,  par value $0.01
                per  share  (the  "Stock  Options")  at  an  exercise  price  of
                $0.359375 per share (or such price  constituting the Fair Market
                value as  defined  in the 1996  Option  Plan),  to  certain  key
                employees  pursuant to the  Company's  Amended and Restated 1996
                Stock Option Plan. The Stock Options were awarded subject to the
                terms and  conditions of a Stock Option  Agreement  entered into
                between the Company and each of the  applicable  employees.  The
                Stock  Options  awarded to each of the  employees  vest, in most
                cases,  in equal  amounts over a three year period from the date
                of grant.

There were no  underwriters  employed,  and no  consideration  received,  by the
Company in connection with the transactions described above.

The  transactions  described  above were effected in reliance upon the exemption
from registration  provided under Section 4(2) of the Securities Act of 1933, as
amended,  on the basis that such transactions did not involve a public offering.
The recipients of securities in such transactions represented their intention to
acquire the securities for investment  only and not with a view to sell or offer
for  sale  the  securities  in  connection  with any  distribution  thereof  and
appropriate legends were affixed to the securities issued in such transactions.

(d)      Not applicable.


ITEM 5.  OTHER INFORMATION

        The Company continues to have discussions with  representatives from the
New York Stock Exchange (NYSE)  concerning the continued  listing on the NYSE of
the  Company's  common stock.  This follows  notices from the NYSE in spring and
summer,  2000,  that the  Company  fell below  certain  of the NYSE's  continued
listing  criteria.  In  response  to the  notices  from the  NYSE,  the  Company
submitted a business plan to the NYSE  demonstrating  the  Company's  ability to
comply with the continued  listing criteria by the November 2001 deadline set by
the NYSE,  and in late summer,  2000,  the Company  announced  that the NYSE had
accepted the Company's  business plan,  subject to the Company's meeting certain
interim objectives  outlined in the business plan. Although the Company believes
it may be able to meet the interim  objectives  set forth in the  business  plan
submitted to the NYSE, the Company  continues to be in  non-compliance  with the
NYSE's continued  listing  criteria.  The Company also believes,  based upon its
ongoing  discussions  between management and the NYSE, that continued listing on
the NYSE and meeting the future interim objectives outlined in the business plan
may not be possible and may not be in the best  interests  of the  Company.  The
Company  plans to continue discussions  with the NYSE to  determine  its options
going  forward.  There can be no assurance that the NYSE will not take action to
suspend  the  Company's  common  stock  from  trading  on the NYSE  prior to the
November, 2001 deadline. In the event of any such  suspension  or delisting, the
Company will consider alternatives.



                                       11
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Required by Item 601 of Regulation S-K:

            Exhibit
             Number                         Description of Document
            -------                         -----------------------

             3.1          Restated  Certificate of Incorporation of the Company,
                          filed March 15, 1996,  with the  Secretary of State of
                          the State of  Delaware  (filed as  Exhibit  3.1 to the
                          Company's  Quarterly  Report  on  Form  10-Q  for  the
                          quarterly period ended March 31, 1996 and incorporated
                          herein by reference).

             3.2          Certificate  of Amendment to the Restated  Certificate
                          of Incorporation of the Company, filed March 30, 1998,
                          with the  Secretary  of State of the State of Delaware
                          (filed  as  Exhibit  3.2  to the  Company's  Quarterly
                          Report on Form  10-Q for the  quarterly  period  ended
                          March 31, 1998 and, incorporated herein by reference).

             3.3          Certificate of Amendment to the Restated  Certificate
                          of Incorporation of  the Company, filed June 29, 2000,
                          with the Secretary of State of the State of Delaware.

             3.4          Third  Amended  and  Restated  By-Laws of the  Company
                          (filed  as  Exhibit  3.3  to the  Company's  Quarterly
                          Report on Form  10-Q for the  quarterly  period  ended
                          December   31,   1998  and   incorporated   herein  by
                          reference).

            10.1          Credit  Agreement,  dated as of October  28, 1997 (the
                          "Credit  Agreement"),  among the  Company,  Caribiner,
                          Inc., the several  lenders named therein and The Chase
                          Manhattan Bank, as  Administrative  Agent, and Merrill
                          Lynch  Capital   Corporation,   as  Syndication  Agent
                          (schedules and exhibits  omitted -- the Company agrees
                          to  furnish a copy of any  schedule  or exhibit to the
                          Commission  upon  request)  (filed as Exhibit 10.10 to
                          the  Company's  Annual  Report  on Form  10-K  for the
                          fiscal year ended September 30, 1997 and  incorporated
                          herein by reference).

            10.2          First  Amendment and Agreement,  dated as of March 31,
                          1998, to the Credit Agreement  (schedules and exhibits
                          omitted -- the Company agrees to furnish a copy of any
                          schedule or exhibit to the  Commission  upon  request)
                          (filed as Exhibit 10.13 to the Company's Annual Report
                          on Form 10-K for the fiscal year ended  September  30,
                          1998 and incorporated herein by reference).

            10.3          Second Amendment and Waiver,  dated as of December 18,
                          1998, to the Credit Agreement  (schedules and exhibits
                          omitted -- the Company agrees to furnish a copy of any
                          schedule or exhibit to the  Commission  upon  request)
                          (filed as Exhibit 10.14 to the Company's Annual Report
                          on Form 10-K for the fiscal year ended  September  30,
                          1998 and incorporated herein by reference).

            10.4          Third Amendment and Waiver, dated as of July 30, 1999,
                          to  the  Credit  Agreement   (schedules  and  exhibits
                          omitted -- the Company agrees to furnish a copy of any
                          schedule or exhibit to the  Commission  upon  request)
                          (filed  as  Exhibit  10.1 to the  Company's  Quarterly
                          Report on Form  10-Q for the  quarterly  period  ended
                          June 30, 1999 and incorporated herein by reference).


            10.5          Fourth  Amendment,  Consent  and  Waiver,  dated as of
                          December 23, 1999, to the Credit Agreement  (schedules
                          and exhibits  omitted -- the Company agrees to furnish
                          a copy of any



                                       12
<PAGE>


                          schedule or exhibit to the Commission upon request)
                          (filed as Exhibit 10.17 to the Company's Annual Report
                          on Form 10-K for the fiscal year ended September 30,
                          1999 and incorporated herein by reference).

            10.6          Fifth Amendment, Consent and Agreement, dated as of
                          March 31, 2000, to the Credit Agreement (schedules and
                          exhibits omitted -- the Company agrees to furnish a
                          copy of any schedule or exhibit to the Commission upon
                          request) (filed as  Exhibit 10.6 to  the  Company's
                          Quarterly Report on Form 10-Q for the Quarterly Period
                          ended March 31, 2000 and incorporated herein by
                          reference).

            10.7          Sixth Amendment, Consent and Agreement, dated as of
                          January 29, 2001, to the Credit Agreement (schedules
                          and exhibits omitted -the Company agrees to furnish a
                          copy of any schedule or exhibit to the Commission upon
                          request.

            10.8          Senior Secured Revolving Credit Agreement, dated as of
                          January 29, 2001, among the Company, Audio Visual
                          Services (NY) Corporation, the several lenders named
                          therein, The Chase Manhattan Bank, as Administrative
                          Agent, and Chase Securities, Inc., as Arranger
                          Agreement (schedules and exhibits omitted -- the
                          Company agrees to furnish a copy of any schedule or
                          exhibit to the Commission upon request).

            10.9          Amended and  Restated  1996 Stock Option Plan (filed
                          as Exhibit 10.7 to the Company's Quarterly Report on
                          Form  10-Q for  period ended June 30, 2000 and
                          incorporated herein by reference).

(b)      Reports on Form 8-K.

         The  Company  filed the  following  report on Form 8-K during the three
months ended December 31, 2000:

     Date of Filing             Items Reported     Subject of Report
     --------------             --------------     -----------------
     December 29, 2000          8                  Reporting the Company's
                                                   decision to change its
                                                   fiscal year end from
                                                   September 30 to December 31.


                                       13

<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                       AUDIO VISUAL SERVICES CORPORATION.
                                  (Registrant)

Date: February 14, 2001

                           BY: /s/ DIGBY J. DAVIES
                           -----------------------

                                Digby Davies President, Chief Operating Officer
                                and Acting Chief Financial Officer (Principal
                                Financial and Accounting Officer)



                                       14

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
            Exhibit
             Number                      Description of Document                        Page Number
            -------                      -----------------------                        -----------

             <S>          <C>                                                              <C>
             3.1          Restated  Certificate of Incorporation of the Company,
                          filed March 15, 1996,  with the  Secretary of State of
                          the State of  Delaware  (filed as  Exhibit  3.1 to the
                          Company's  Quarterly  Report  on  Form  10-Q  for  the
                          quarterly period ended March 31, 1996 and incorporated
                          herein by reference).

             3.2          Certificate of Amendment to the Restated Certificate
                          of Incorporation of the Company, filed March 30, 1998,
                          with the Secretary of State of the State of Delaware
                          (filed as Exhibit 3.2 to the Company's Quarterly
                          Report on Form 10-Q for the quarterly period ended
                          March 31, 1998 and, incorporated herein by reference).

             3.3          Certificate of Amendment to the Restated Certificate
                          of Incorporation of the Company, filed June 29, 2000,
                          with the Secretary of State of the State of Delaware.

             3.4          Third Amended and Restated By-Laws of the Company
                          (filed as Exhibit 3.3 to the Company's Quarterly
                          Report on Form 10-Q for the quarterly period ended
                          December 31, 1998 and incorporated herein by
                          reference).

             10.1         Credit Agreement, dated as of October 28, 1997 (the
                          "Credit Agreement"), among the Company, Caribiner,
                          Inc., the several lenders named therein and The Chase
                          Manhattan Bank, as Administrative Agent, and Merrill
                          Lynch Capital Corporation, as Syndication Agent
                          (schedules and exhibits omitted -- the Company agrees
                          to furnish a copy of any schedule or exhibit to the
                          Commission upon request) (filed as Exhibit 10.10 to
                          the Company's Annual Report on Form 10-K for the
                          fiscal year ended September 30, 1997 and incorporated
                          herein by reference).

             10.2         First Amendment and Agreement, dated as of March 31,
                          1998, to the Credit Agreement (schedules and exhibits
                          omitted -- the Company agrees to furnish a copy of any
                          schedule or exhibit to the Commission upon request)
                          (filed as Exhibit 10.13 to the Company's Annual Report
                          on Form 10-K for the fiscal year ended September 30,
                          1998 and incorporated herein by reference).

             10.3         Second Amendment and Waiver, dated as of December 18,
                          1998, to the Credit Agreement (schedules and exhibits
                          omitted -- the Company agrees to furnish a copy of any
                          schedule or exhibit to the Commission upon request)
                          (filed as Exhibit 10.14 to the Company's Annual Report
                          on Form 10-K for the fiscal year ended September 30,
                          1998 and incorporated herein by reference).

             10.4         Third Amendment and Waiver, dated as of July 30, 1999,
                          to the Credit Agreement (schedules and exhibits
                          omitted -- the Company agrees to furnish a copy of any
                          schedule or exhibit to the Commission upon request)
                          (filed as Exhibit 10.1 to the Company's Quarterly
                          Report on Form 10-Q for the quarterly period ended
                          June 30, 1999 and incorporated herein by reference).
</TABLE>


                                       15
<PAGE>

             10.5         Fourth Amendment, Consent and Waiver, dated as of
                          December 23, 1999, to the Credit Agreement (schedules
                          and exhibits omitted -- the Company agrees to furnish
                          a copy of any schedule or exhibit to the Commission
                          upon request) (filed as Exhibit 10.17 to the Company's
                          Annual Report on Form 10-K for the fiscal year ended
                          September 30, 1999 and incorporated herein by
                          reference).

             10.6         Fifth Amendment, Consent and Agreement, dated as of
                          March 31, 2000, to the Credit Agreement (schedules and
                          exhibits omitted -- the Company agrees to furnish a
                          copy of any schedule or exhibit to the Commission upon
                          request) (filed as Exhibit 10.6 to the Company's
                          Quarterly Report on Form 10-Q for the Quarterly Period
                          ended March 31, 2000 and incorporated herein by
                          reference).

             10.7         Sixth Amendment, Consent and Agreement, dated as of
                          January 29, 2001, to the Credit Agreement (schedules
                          and exhibits omitted -the Company agrees to furnish a
                          copy of any schedule or exhibit to the Commission upon
                          request).

             10.8         Senior Secured Revolving Credit Agreement, dated as of
                          January 29, 2001, among the Company, Audio Visual
                          Services (NY) Corporation, the several lenders named
                          therein, The Chase Manhattan Bank, as Administrative
                          Agent, and Chase Securities, Inc., as Arranger
                          Agreement (schedules and exhibits omitted -- the
                          Company agrees to furnish a copy of any schedule or
                          exhibit to the Commission upon request).

             10.9         Amended and  Restated  1996 Stock Option Plan (filed
                          as Exhibit 10.7 to the Company's Quarterly Report on
                          Form  10-Q for  period ended June 30, 2000 and
                          incorporated herein by reference).


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