<PAGE>

                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


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

         For the quarterly period ended        March 31, 1999
                                        ----------------------------------------

                                      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                  0-04781
                                ------------------------------------------------

                              MARKET FACTS, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                       36-2061602
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

3040 West Salt Creek Lane, Arlington Heights, Illinois                  60005
------------------------------------------------------                ----------
       (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code        (847) 590-7000
                                                   -----------------------------


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS 
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE 
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO 
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES /X/      NO / /


INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES 
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

         8,944,701 common shares as of May 11, 1999
----------------------------------------------------------------------

<PAGE>

                        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                      MARKET FACTS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                  AS OF MARCH 31, 1999 AND DECEMBER 31, 1998


                                    ASSETS

<TABLE>
<CAPTION>

                                                                                   March 31,             December 31,
                                                                                     1999                    1998
                                                                                 ------------            ------------
<S>                                                                              <C>                     <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                   $ 18,889,961            $ 28,475,066
     Bank certificate of deposit                                                       50,000                  50,000
     Accounts receivable:
        Trade, less allowance for doubtful accounts of
        $1,182,731 in 1999 and $1,177,460 in 1998                                  21,060,189              20,287,698
          Other                                                                        36,091                  49,269
     Notes receivable                                                                 150,000                     500
     Revenues earned on contracts in progress in excess of billings                 7,950,227               5,724,794
     Deferred income taxes                                                            676,083                 675,499
     Prepaid expenses and other assets                                                645,302                 539,859
---------------------------------------------------------------------------------------------------------------------
                 Total Current Assets                                              49,457,853              55,802,685
---------------------------------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT, AT COST                                                    37,379,703              36,118,687
     Less accumulated depreciation and amortization                               (16,676,724)            (15,636,212)
---------------------------------------------------------------------------------------------------------------------
                 Net Property and Equipment                                        20,702,979              20,482,475
---------------------------------------------------------------------------------------------------------------------

OTHER ASSETS:
     Goodwill and other intangibles, net of accumulated amortization
        of $1,396,149 in 1999 and $1,036,545 in 1998                               28,980,444              27,818,619
     Deferred income taxes, noncurrent                                                789,891                 789,881
     Investment in affiliated companies                                               596,535                 560,814
---------------------------------------------------------------------------------------------------------------------
                 Total Other Assets                                                30,366,870              29,169,314
---------------------------------------------------------------------------------------------------------------------

                 Total Assets                                                    $100,527,702            $105,454,474
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to condensed consolidated financial statements 


                                    Page 1

<PAGE>

                      MARKET FACTS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                  AS OF MARCH 31, 1999 AND DECEMBER 31, 1998


                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                                 March 31,             December 31,
                                                                                                   1999                    1998
                                                                                               ------------            ------------
<S>                                                                                            <C>                     <C>
CURRENT LIABILITIES:
     Accrued expenses                                                                          $ 10,054,499            $ 14,074,491
     Billings in excess of revenues earned on contracts in progress                               9,612,069               9,760,679
     Accounts payable                                                                             2,144,884               4,988,039
     Income taxes                                                                                   717,615                 673,879
     Current portion of obligations under capital leases                                            297,157                 295,893
     Current portion of long-term debt                                                              114,149                 150,396
-----------------------------------------------------------------------------------------------------------------------------------
                 Total Current Liabilities                                                       22,940,373              29,943,377
-----------------------------------------------------------------------------------------------------------------------------------

LONG-TERM LIABILITIES:
     Long-term debt                                                                              10,008,714              10,008,714
     Obligations under capital leases, noncurrent portion                                         1,121,869               1,188,416
-----------------------------------------------------------------------------------------------------------------------------------
                 Total Long-Term Liabilities                                                     11,130,583              11,197,130
-----------------------------------------------------------------------------------------------------------------------------------
                 Total Liabilities                                                               34,070,956              41,140,507
-----------------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
     Preferred stock, no par value; 500,000 shares authorized;
        Series A - none issued; Series B - 100 shares issued                                              -                       -
     Common stock, $1 par value; 15,000,000 shares authorized;10,910,058 shares
         issued in 1999 and 1998                                                                 10,910,058              10,910,058
     Capital in excess of par value                                                              46,174,709              46,172,329
     Accumulated other comprehensive loss - foreign currency translation adjustments               (212,137)               (234,062)
     Retained earnings                                                                           23,691,741              21,682,109
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 80,564,371              78,530,434

     Less treasury common stock at cost; 1,966,557 and 1,970,557 shares
        in 1999 and 1998, respectively                                                          (13,597,065)            (13,612,265)
     Less other transactions involving common stock                                                (510,560)               (604,202)
-----------------------------------------------------------------------------------------------------------------------------------
                 Total Stockholders' Equity                                                      66,456,746              64,313,967
-----------------------------------------------------------------------------------------------------------------------------------
                 Total Liabilities and Stockholders' Equity                                    $100,527,702            $105,454,474
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                    Page 2

<PAGE>

                      MARKET FACTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
              FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                      Three Months Ended March 31,
                                                   ----------------------------------
                                                      1999                   1998
                                                   -----------            -----------
<S>                                                <C>                    <C>
REVENUE                                            $36,274,332            $29,245,281
-------------------------------------------------------------------------------------
DIRECT COSTS:
     Payroll                                         6,741,639              5,342,539
     Other expenses                                 12,495,162             11,254,038
-------------------------------------------------------------------------------------
           Total                                    19,236,801             16,596,577
-------------------------------------------------------------------------------------
           Gross Margin                             17,037,531             12,648,704
-------------------------------------------------------------------------------------
OPERATING EXPENSES:
     Selling                                         1,538,201              1,131,678
     General and administrative                     12,090,669              9,149,939
-------------------------------------------------------------------------------------
           Total                                    13,628,870             10,281,617
-------------------------------------------------------------------------------------
           Income from Operations                    3,408,661              2,367,087
-------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
     Interest expense                                 (276,908)              (281,262)
     Interest income                                   239,486                331,537
     Other income, net                                  40,308                 10,823
-------------------------------------------------------------------------------------
           Total                                         2,886                 61,098
-------------------------------------------------------------------------------------
Income Before Provision For Income Taxes             3,411,547              2,428,185
Provision For Income Taxes                           1,401,915              1,036,778
-------------------------------------------------------------------------------------
NET INCOME                                         $ 2,009,632            $ 1,391,407
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

BASIC EARNINGS PER SHARE                           $       .22            $       .16
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

DILUTED EARNINGS PER SHARE                         $       .22            $       .15
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                    Page 3

<PAGE>

                      MARKET FACTS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                                        Three Months Ended March 31,
                                                                                     ----------------------------------
                                                                                        1999                   1998
                                                                                     -----------           ------------
<S>                                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                      $ 2,009,632           $  1,391,407
     Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
        Depreciation and amortization                                                  1,363,147                821,131
        Deferred income taxes                                                                  -                (92,049)
        Vesting of restricted stock and demand notes receivable                           13,857                 13,858
        Change in assets and liabilities, net of effects from acquisition:
           Accounts receivable                                                          (746,831)             5,667,469
           Prepaid expenses and other assets                                            (104,543)               (11,734)
           Revenue earned in excess of billings on contracts in progress              (2,370,831)            (5,736,615)
           Accounts payable and accrued expenses                                      (6,027,452)            (1,442,214)
           Income taxes                                                                   42,128                256,768
-----------------------------------------------------------------------------------------------------------------------
              Net cash provided by (used in) operating activities                     (5,820,893)               868,021
-----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisitions, net of acquired cash                                                        -            (15,591,392)
     Contingent payments for acquired businesses                                      (2,145,725)                     -
     Purchases of property and equipment                                              (1,432,970)            (1,789,530)
     Investment in notes receivable                                                     (150,000)                     -
     Proceeds from notes receivable                                                       80,285                 16,118
     Investment in affiliated companies                                                  (35,721)                     -
-----------------------------------------------------------------------------------------------------------------------
              Net cash used in investing activities                                   (3,684,131)           (17,364,804)
-----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of short-term borrowings                                                        -             (1,205,864)
     Proceeds from short-term borrowings                                                       -              1,055,864
     Reduction of obligations under capital leases and long-term debt                   (108,148)               (85,515)
     Proceeds from exercise of stock options                                              17,580                 24,612
-----------------------------------------------------------------------------------------------------------------------
              Net cash used in financing activities                                      (90,568)              (210,903)
-----------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                   10,487                  1,926
-----------------------------------------------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                             (9,585,105)           (16,705,760)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      28,475,066             36,444,256
-----------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $18,889,961           $ 19,738,496
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
CASH PAID DURING THE PERIOD FOR:
     Interest                                                                        $   276,908           $    280,331
     Income taxes, net of refunds                                                      1,360,548                836,145
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                    Page 4

<PAGE>

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of 
Market Facts, Inc. and Subsidiaries ("Company") have been prepared in 
accordance with the instructions to Form 10-Q. The results of operations for 
interim periods are not necessarily indicative of the results to be expected 
for the entire year. For further information regarding the Company's most 
recently completed fiscal years, refer to the consolidated financial 
statements included in the Company's Annual Report on Form 10-K for the year 
ended December 31, 1998.

Effective January 1, 1999, the Company adopted Statement of Position 98-1, 
"Accounting for the Costs of Computer Software Developed or Obtained for 
Internal Use" ("SOP 98-1"). SOP 98-1 requires capitalization of certain costs 
of computer software developed or obtained for internal use, provided that 
these costs are not research and development.

NOTE 2 - ADJUSTMENTS AND RECLASSIFICATIONS

The information furnished herein includes all adjustments, consisting of 
normal recurring adjustments, which are, in the opinion of management, 
necessary for a fair presentation of the interim financial statements.

NOTE 3 - REVENUE RECOGNITION

The Company recognizes revenue under the percentage of completion method of 
accounting. Revenue on client projects is recognized as services are 
performed. Losses expected to be incurred on jobs in progress are charged to 
income as soon as such losses are known. Revenue earned on contracts in 
progress in excess of billings is classified as a current asset. Amounts 
billed in excess of revenue earned are classified as a current liability. 
Client projects are expected to be completed within a twelve month period.

NOTE 4 - EARNINGS PER SHARE

Reconciliations of the numerators and denominators of the basic and diluted 
earnings per share computations for the three months ended March 31, 1999 and 
1998 are as follows:

<TABLE>
<CAPTION>

                                                                Three Months Ended March 31, 1999
                                                         -----------------------------------------------
                                                                                               Per Share
                                                           Income              Shares            Amount
                                                         ----------           ---------        ---------
<S>                                                      <C>                  <C>              <C>
Basic Earnings Per Share
   Net income                                            $2,009,632           8,941,630          $ .22
                                                                                               ---------
                                                                                               ---------
Effect of Dilutive Securities
   Stock options                                             --                 336,231
                                                         ----------           ---------
Diluted Earnings Per Share
   Income available to common stockholders plus
      assumed conversions                                $2,009,632           9,277,861          $ .22
                                                         ----------           ---------        ---------
                                                         ----------           ---------        ---------

</TABLE>


                                    Page 5

<PAGE>

<TABLE>
<CAPTION>

                                                         -----------------------------------------------
                                                                Three Months Ended March 31, 1998
                                                         -----------------------------------------------
                                                                                               Per Share
                                                           Income              Shares            Amount
                                                         ----------           ---------        ---------
<S>                                                      <C>                  <C>              <C>
Basic Earnings Per Share
   Net income                                            $1,391,407           8,834,939          $ .16
                                                                                               ---------
                                                                                               ---------
Effect of Dilutive Securities
   Stock options                                             --                 314,396
                                                         ----------           ---------
Diluted Earnings Per Share
   Income available to common stockholders plus
      assumed conversions                                $1,391,407           9,149,335          $ .15
                                                         ----------           ---------        ---------
                                                         ----------           ---------        ---------

</TABLE>

NOTE 5 - COMPREHENSIVE INCOME

The Company's comprehensive income was as follows:

<TABLE>
<CAPTION>

                                                          Three Months Ended March 31,
                                                            1999                1998
                                                         ----------          ----------
     <S>                                                 <C>                 <C>
     Net income                                          $2,009,632          $1,391,407
     Other comprehensive income:
       Foreign currency translation adjustments          $   21,925          $   10,750
                                                         ----------          ----------
     Comprehensive income                                $2,031,557          $1,402,157
                                                         ----------          ----------
                                                         ----------          ----------

</TABLE>

NOTE 6 - SUBSEQUENT EVENTS

On April 29, 1999, the Company entered into a definitive merger agreement 
(the "Merger Agreement") providing for the acquisition of its common stock by 
Aegis Group plc ("Aegis"). Under the Merger Agreement, on May 4, 1999 a 
subsidiary of Aegis ("Purchaser") commenced a cash tender offer for all of 
the Company's shares of common stock at an offering price of $31.00 per 
share, net to the seller in cash. Following the cash tender offer and subject 
to the terms and conditions of the Merger Agreement, Purchaser will be merged 
into the Company and the remaining shares will be converted into the right to 
receive $31.00 per share. As a result of the merger, the Company will become 
a wholly owned subsidiary of Aegis. The tender offer and merger were 
unanimously approved by the Company's Board of Directors.

In connection with the merger agreement, Aegis has entered into an 
irrevocable Option and Voting Agreement (the "Option Agreement") with certain 
Company stockholders owning an aggregate of approximately 30% of the 
Company's shares under which such stockholders have, among other things, 
granted Aegis an irrevocable option to purchase their shares at a price of 
$31.00 per share. Pursuant to the Option Agreement, Aegis is required to 
purchase such shares on the day after Aegis purchases shares pursuant to the 
tender offer.

The transaction is subject to certain conditions, including a requirement 
that the shares acquired in the tender offer, together with the shares 
subject to the Option Agreement, constitute at least a majority of the 
Company's outstanding shares. The tender offer is also subject to compliance 
with certain covenants and requires that no material adverse changes with 
respect to the Company occur, and that all applicable waiting periods under 
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expire.


                                    Page 6

<PAGE>

Also in connection with the Merger Agreement, the Company has amended the 
Rights Agreement dated as of July 26, 1989 between the Company and First 
Chicago Trust Company of New York, as amended (the "Rights Agreement") so 
that (i) the execution and delivery of the Merger Agreement and the Option 
Agreement, and the consummation of the transactions contemplated thereby will 
not result in Aegis, Purchaser or any of their affiliates becoming an 
Acquiring Person (as defined in the Rights Agreement), or (ii) the occurrence 
of a Distribution Date or a Shares Acquisition Date (each as defined in the 
Rights Agreement).

On April 23, 1999, the Company entered into a licensing agreement with Harris 
Black International ("Harris Black"), whereby Harris Black will provide 
access to its Harris Poll Interactive Panel under a preferred pricing 
arrangement. The Harris Poll Interactive Panel is an Internet market research 
database of over three million cooperating persons in the United States. The 
Company also acquired 4 percent of the common stock of Harris Black on a 
fully diluted basis for an investment of $4,123,000. This investment will be 
accounted for using the cost method.

On April 9, 1999, the Company acquired all of the outstanding stock of 
Marketing Strategy and Planning, Inc. ("MS&P"), a custom marketing research 
company that specializes in the development, integration, marketing and 
execution of sophisticated consulting services using proprietary simulation 
software. The purchase price was an amount equal to (i) $5,250,000 in cash, 
(ii) the assumption of $750,000 of additional employee obligations, (iii) up 
to $4,000,000 of possible contingent payments based on MS&P exceeding certain 
earnings targets through March 2002, and (iv) additional contingent payments 
based on fifty percent of MS&P's aggregate earnings before interest and 
income taxes in excess of $5,242,000 through March 2002.

The acquisition will be accounted for under the purchase method of accounting. 
The excess of the purchase price over the fair values of the assets acquired 
and liabilities assumed will be recorded as goodwill and amortized on a 
straight-line basis over 25 years.

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

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity depends primarily upon its net income and management 
of its working capital, principally accounts receivable, accounts payable and 
accrued expenses. Historically, the Company has financed its operations 
through cash generated from operating activities and bank lines of credit.

In October 1997, the Company generated $36.9 million in net proceeds from a 
public offering of its common stock. At March 31, 1999, the Company had cash 
and cash equivalents of $18.9 million. The Company intends to utilize this 
cash for working capital and other general corporate purposes, including 
acquisitions, investments in technology, new product development and joint 
ventures.

During the first three months of 1999, cash and cash equivalents decreased by 
$9.6 million. Net cash flow used in operating activities was $5.8 million in 
the first three months of 1999 compared to cash provided by operating 
activities of $.9 million in the same period of 1998. The decrease in 1999 
compared to the same period in 1998 was due primarily to the timing of 
collections of accounts receivable and the reduction of accounts payable and 
accrued expenses during the first quarter of 1999. Cash used in investing 
activities was $3.7 million in 1999 compared to $17.4 million in 1998. The 
decrease in 1999 compared to the same period in 1998 was due primarily to the 
fact that no new acquisitions were made in the first quarter of 1999. During 
1999, the Company made $2.1 million of contingent payments for acquired 
businesses. Cash used in financing activities was $.1 million in 1999 
compared to $.2 million in 1998.


                                    Page 7

<PAGE>

The Company's available borrowings under established bank credit facilities 
were $13.7 million during 1999 and 1998. There were no borrowings outstanding 
at March 31, 1999 and December 31, 1998.

The Company believes that its cash on hand and borrowings available from its 
bank credit facilities will be sufficient to meet its working capital 
expenditure requirements for the foreseeable future. It is the Company's 
intention to continue to pursue acquisition opportunities as a means to grow, 
and these acquisitions may require an amount of capital that exceeds its cash 
on hand, cash expected to be provided from operations and cash available from 
existing bank arrangements.

RESULTS OF OPERATIONS
COMPARISON OF FIRST QUARTER 1999 TO FIRST QUARTER 1998

The Company had revenue of $36.3 million in 1999, an increase of 24.0% over 
the same period in 1998. Approximately $3.7 million or 53% of the increase in 
revenue was due to revenue contributions from BAIGlobal, Inc., Strategy 
Research Corporation, Tandem Research Associates, Inc., and Product 
Intelligence, Inc., the businesses acquired over the past two years. 
Approximately $3.3 million or 47% of the increase was due to the growth of 
our core business. Of the growth in core business, 55% was from business with 
clients for whom the Company did not perform any research services during the 
previous fiscal year and the remainder from business with existing clients.

The Company experienced revenue growth across most of its major industry 
groups as follows:

<TABLE>
<CAPTION>

                             First Quarter                         Change from
                             1999 Revenue            % of         First Quarter
Industry                        (000s)               Total            1998
-------------------------------------------------------------------------------
<S>                          <C>                     <C>          <C>
Consumer package goods          $11,347               31%             23.4%
Healthcare                        6,509               18              81.6
Financial services                5,117               14              69.2
Business services                 3,787               10             (13.3)
Consumer durables                 2,691                7             (11.2)
Retail and restaurants            2,485                7               2.1
Telecommunications                1,759                5              20.1
All other                         2,579                8              20.5
-------------------------------------------------------------------------------
Total                           $36,274              100%             24.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>

Gross margin for 1999 was $17.0 million, an increase of 34.7% over the same 
period in 1998. Gross margin as a percentage of revenue was 47.0% in 1999 
compared to 43.3% in the same period in 1998. The increase in the gross 
margin percentage is the result of improved rates from large multi-million 
dollar research programs and the favorable impact of recent acquisitions 
which yield higher gross margin rates than Market Facts' traditional rates.

Operating expenses for 1999 rose by $3.3 million, an increase of 32.6% 
compared to the same period in 1998. Operating expenses as a percentage of 
revenue increased during the quarter to 37.6% from 35.2% for the same period 
in 1998. The increase in operating expenses was due primarily to higher 
operating expenses to support the growth in core business, including higher 
personnel-related expenses and investments in information technology, and the 
inclusion of operating expenses from recent acquisitions.

Net income rose 44.4% to $2.0 million or 5.5% of revenue compared to 
$1.4 million and 4.8% of revenue during the same period in 1998. Basic 
earnings per share increased 37.5% to $.22 for the first quarter of 1999 
compared to $.16 for the same period in 1998. Diluted earnings per share 
increased 46.7% to $.22 for the first quarter of 1999 compared to $.15 for 
the same period in 1998.


                                    Page 8

<PAGE>

YEAR 2000

The Company recognizes the need to identify and correct problems associated 
with its existing computer systems and certain non-information technology 
systems as the Year 2000 approaches. Both internal and external resources are 
being used to identify, to correct, and to test these financial, information 
and operational systems for Year 2000 compliance. The Company has assessed 
its internal systems for Year 2000 compliance and has made inquiries of its 
suppliers to assess the potential impact on the Company's operations if key 
third parties are not successful in converting their systems in a timely 
manner. The Company's assessment of its internal systems has been completed. 
All inquiries of third parties have been made, however, the Company is 
awaiting some responses. The Company expects its full review of Year 2000 
issues, including its review of third party compliance, to be completed by 
June 30, 1999.

The Company has incurred approximately $183,000 of costs and expenses through 
March 31, 1999 in addressing the Year 2000 issue. Based on its assessment 
efforts to date, the Company does not believe that its operations will be 
materially impacted by a failure of its internal systems to be Year 2000 
compliant and has identified approximately $425,000 in additional costs to be 
incurred in 1999 in order to replace certain of its telephone systems and 
computer equipment and its human resource/payroll information system that are 
not Year 2000 compliant. The Company expects most of these costs will be 
capitalized.

Although the Company does not at this time believe that its business 
operations or financial condition will be materially impacted by a failure of 
its suppliers to be Year 2000 compliant, it is difficult for the Company to 
assess the likelihood, or the impact on its business, of such entities' 
failure until its assessment is completed. The Company currently anticipates 
that additional expense and capital expenditures associated with its Year 
2000 compliance plan will be necessary, although the Company does not expect 
such costs to have a material adverse effect on its financial position or 
results of operations. The actual amount of these costs will not be known, 
however, until the Company's review of the Year 2000 issue has been completed 
and tested.

The Company anticipates that its remediation efforts and necessary testing 
related to the Year 2000 issue will be completed by September 1999. The 
Company is in the process of developing contingency plans in the event of 
Year 2000 failures, and anticipates that these contingency plans will be in 
place by September 1999.

The Company's expectations about future costs necessary to achieve Year 2000 
compliance, the impact on its operations and its ability to bring each of its 
systems into Year 2000 compliance are subject to a number of uncertainties 
that could cause actual results to differ materially. Such factors include 
the following: (i) The Company may not be successful in properly identifying 
all systems and programs that contain two-digit year codes; (ii) The nature 
and number of systems which require reprogramming, upgrading or replacement 
may exceed the Company's expectations in terms of complexity and scope; 
(iii) The Company may not be able to complete all remediation and testing 
necessary in a timely matter; (iv) The Company has no control over the 
ability of its key suppliers and customers to achieve Year 2000 compliance; 
and (v) The impact of the Year 2000 problem on key customers may be of such 
magnitude that it may adversely affect their demand for the Company's 
products and services.

SUBSEQUENT EVENT

Please see footnote 6 to the Financial Statements for information regarding 
the merger agreement dated April 29, 1999 between the Company and Aegis Group 
plc providing for the acquisition of all of the Company's outstanding common 
stock.


                                    Page 9

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company's exposure to market risk for changes in interest rates relates 
primarily to the Company's cash equivalents and long-term debt obligation. 
The Company does not use derivative financial instruments. The Company places 
its investments with high credit quality issuers and limits the amount of 
credit exposure to any one issuer. As stated in its policy, the Company is 
averse to principal loss and ensures the safety and preservation of its 
invested funds by limiting default risk, market risk and reinvestment risk.

The Company mitigates default risk by investing in high credit quality 
securities. The portfolio includes only securities with active secondary or 
resale markets to ensure portfolio liquidity. All cash equivalents held at 
March 31, 1999 mature in 28 days or less.

The Company has no cash flow exposure due to rate changes for its long-term 
debt obligation as the rate is fixed. The Company has primarily entered into 
short-term debt obligations to support acquisition and general corporate 
purposes including capital expenditures and working capital needs.

The Company is exposed to potential gains or losses from foreign currency 
fluctuations affecting earnings denominated in Canadian dollars. The Company 
also transacts business in various foreign countries and pays vendors in 
foreign currencies. The Company currently does not hedge such foreign 
currency transactions with forward contracts as any potential losses are not 
material and are typically passed on to clients.

                          PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

FORWARD-LOOKING STATEMENTS

Certain statements made from time to time by the Company, including 
statements in the Management's Discussion and Analysis section above, 
constitute "forward-looking statements" made in reliance upon the safe harbor 
contained in Section 21E of the Securities Exchange Act of 1934, as amended. 
Such forward-looking statements include those relating to growth through 
acquisition opportunities and statements relating to the Company or its 
operations that are preceded by terms such as "expects," "believes," 
"anticipates," "intends" and similar expressions. Such forward-looking 
statements are not guarantees of future performance and involve risks and 
uncertainties. The Company's actual results, performance or achievements 
could differ materially from the results, performance or achievements 
expressed in, or implied by, these forward-looking statements as a result of 
various factors, including without limitation, the following:

RELIANCE ON KEY CLIENTS. Our five largest clients accounted for approximately 
23%, 25% and 26% of our revenue in 1998, 1997 and 1996. In 1998, no single 
client accounted for over 10% of revenue. One client, Procter & Gamble, 
accounted for approximately 11% and 10% of our revenue in 1997 and 1996. We 
cannot assure you that we will be able to maintain our current level of 
revenue from Procter & Gamble or any other client in the future.

We do not usually enter into long-term contracts with our clients. Clients 
normally hire us on a project-by-project basis. Our clients generally have 
the right to terminate their relationship with us with little or no notice. 
In addition, most of our clients also use the services of other marketing 
research companies. Once a project is completed, there can be no assurance 
that a client will hire us to perform future services. The termination of our 
relationship with any of our significant clients or a material reduction in 
the services provided to such clients could adversely affect our business and 
future financial results.


                                    Page 10

<PAGE>

FLUCTUATIONS IN DEMAND FOR MARKET RESEARCH. Demand for our research services 
can be affected by a number of factors outside our control, including the 
following:

       -      changes in the management, budgets, spending patterns or business
              cycles of our clients;

       -      competition within our industry; and

       -      changes in general economic conditions.

As a result of these and other factors, the amount of market research we 
conduct for our clients has varied from period-to-period in the past and is 
likely to continue to vary in the future. These variations may contribute to 
changes in our financial results from period-to-period.

VARIABILITY OF QUARTERLY FINANCIAL RESULTS. Our quarterly financial results 
have fluctuated in the past and may continue to fluctuate in the future. Our 
future quarterly financial results will depend on many factors, including the 
following:

       -      the timing and number of new projects;

       -      reductions, cancellations or completions of projects;

       -      the number, scope, terms and degree of completion of current
              projects;

       -      our costs and any delays in connection with current projects;

       -      the loss of a major client;

       -      changes in our pricing or the pricing of our competitors;

       -      employee utilization rates;

       -      the adequacy of our provisions for losses; and

       -      general economic conditions.

As a result of these and other factors, we believe that period-to-period 
comparisons of our financial results are not a good predictor of our future 
performance. If our future financial results are below the expectations of 
stock market analysts, our stock price may decline.

RISKS ASSOCIATED WITH ACQUISITIONS AND FAILURE TO INTEGRATE ACQUIRED 
BUSINESSES. We have acquired five businesses over the past two years. We 
intend to acquire additional businesses as part of our growth strategy. 
However, we cannot assure you that we will be able to identify suitable 
businesses to acquire or that we will be able to acquire such businesses on 
acceptable terms. In addition, some of our competitors are also seeking to 
grow through acquisitions and there is significant competition for attractive 
businesses. The purchase price for such businesses may be greater than the 
book value of the business.

We may have difficulty integrating acquired businesses without substantial 
costs, delays or other problems. We may require the assistance of the senior 
management team of an acquired business to successfully integrate the 
business. However, some or all of the members of the management team may 
decide not to work for us or may not work for us long enough to complete the 
integration. Difficulties in integrating acquired businesses may disrupt our 
ongoing business, distract our management and employees and increase our 
expenses. In addition, we may not be able to manage the acquired businesses 
as profitably as their prior owners.


                                    Page 11

<PAGE>

COMPETITION. The market for our services is very competitive. We face direct 
competition from many smaller organizations that serve niche markets and from 
a few larger organizations who have greater resources. We believe that as our 
industry consolidates we will face more competition from these organizations 
for clients and for acquisition candidates. Also, we face indirect competition 
from the marketing research departments of clients and potential clients, 
advertising agencies and survey research departments affiliated with 
universities and government agencies.

We believe the principal methods of competition include the following:

       -      quality and speed of research results;

       -      the ability to provide customized data collection, analysis and
              interpretation;

       -      geographic coverage;

       -      the ability to guide clients through the entire marketing research
              process;

       -      the ability to provide creative recommendations to clients; and

       -      the ability to attractively price services.

If we fail to compete successfully based on these or other factors, we may 
lose clients to our competitors or fail to recruit new clients and our 
business and future financial results could be materially and adversely 
affected.

ABILITY TO CONTINUE GROWTH; MANAGEMENT OF GROWTH. For the three year period 
ended December 31, 1998, our revenue and net income increased at a compound 
annual growth rate of 28% and 45%, respectively. We cannot assure you that we 
will be able to sustain this rate of growth. In addition, this growth in our 
business has placed increased demands on our management, operating systems 
and internal controls. Our operational, financial and information systems and 
controls may not be adequate to support the continued growth of our business. 
Consequently, we may need to hire new employees, acquire new office space, 
invest in new equipment and update our systems, procedures and controls. Our 
business and future financial results will be materially and adversely 
affected if we are unable to effectively manage our expanding operations.

RISKS OF INTERNATIONAL EXPANSION. An important part of our business strategy 
is to be able to provide market research services to our clients globally. We 
intend to seek acquisitions, joint ventures and strategic alliances globally. 
As we expand internationally, we will be subject to increased risks which may 
include the following:

-      our ability to maintain an international data collection network which
       meets our quality standards;

-      currency exchange or price control laws;

-      currency translation adjustments;

-      political and economic instability;

-      unexpected changes in regulatory requirements;

-      tariffs and other trade barriers;

-      longer accounts receivable collection cycles; and

-      potentially adverse tax consequences.


                                    Page 12

<PAGE>

Also, we may have difficulty enforcing agreements and collecting accounts 
receivable through a foreign country's legal system. In addition, there is no 
assurance that we will be able to successfully meet the needs of our clients 
through our international operations.

VOLATILITY OF STOCK PRICE. Our common stock has experienced wide price 
fluctuations in the past, and such fluctuations may continue in the future. 
In addition, the stock market has been extremely volatile in recent years. 
These broad market fluctuations may adversely affect the market price of our 
common stock. In addition, the following factors may have a significant 
effect on the market price of our common stock:

-      fluctuations in our financial results;

-      the introduction of new services or products by us or our competitors;

-      announcements of acquisitions, strategic alliances or joint ventures by
       us, our clients or our competitors;

-      changes in analysts' recommendations regarding our common stock;

-      general conditions in the market research industry; and

-      general economic conditions.

There can be no assurance that the price of our common stock will increase in 
the future or be maintained at its recent levels.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. We consider most of our software, 
database management methods, modeling techniques and other database 
information strategies to be proprietary technology. We believe our success 
and ability to compete depends in part on this proprietary technology. We 
rely on a combination of trade secret, trademark, copyright and other 
intellectual property laws, as well as contractual agreements, to protect 
this proprietary technology. However, we may have difficulty monitoring the 
unauthorized use of our proprietary technology and the steps we have taken to 
protect it may not be adequate. Also, we cannot be sure the courts will 
enforce the contracts we have entered into to protect our proprietary 
technology. Any misappropriation of our intellectual property could have a 
material adverse effect on our business or future financial results.

RISK OF DECLINING RESPONSE RATES. We must be able to collect high quality 
data in order to service our clients. We collect data using our Consumer Mail 
Panel-SM-, random telephone interviewing, and other sources. Response rates to 
data collection efforts in our industry have generally declined in recent 
years. Lower response rates could lower the quality of data we collect and 
increase our project costs. If we are unable to recruit and maintain 
appropriate members for our Consumer Mail Panel-SM-, or if consumers are not as 
receptive to our attempts at data collection, or if we can't rely on the 
integrity of the data received, our ability to market and sell our research 
products would be materially and adversely affected.

RELIANCE ON KEY PERSONNEL. Our success depends significantly on our key 
personnel who have expertise in custom market research and have established 
relationships with our clients. Although we manage client relationships at 
many levels, the loss of a key employee could have an adverse effect on our 
relationship with the clients served by that employee. Our success also 
depends on our ability to hire, train and retain skilled personnel in all 
areas of our business. Competition for qualified personnel in our industry is 
substantial. There can be no assurance that we will be able to recruit, 
retain and motivate a sufficient number of qualified employees to compete 
successfully.


                                    Page 13

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

See Index to Exhibits immediately following the signature page.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the quarter ended March 31, 1999.


                                    Page 14

<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.


                                            Market Facts, Inc.
                                            ------------------
                                               (Registrant)


Date:  May 13, 1999                         Timothy J. Sullivan
                                            -------------------
                                            Timothy J. Sullivan
                               Chief Financial Officer, Senior Vice President,
                                 Treasurer, Assistant Secretary and Director
                                       (Principal Financial Officer)


Date:  May 13, 1999                          Anthony J. Solarz
                                             -----------------
                                             Anthony J. Solarz
                                       Vice President and Controller
                                       (Principal Accounting Officer)


                                    Page 15

<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit Number    Description
--------------    -----------
<S>               <C>
   (3)(a)         Restated Certificate of Incorporation (5), as amended. (14)

   (3)(b)         By-laws as Amended and Currently in Effect. (11)

   (4)(a)         Article Fourth of the Company's Restated Certificate of
                  Incorporation (5), as amended. (14)

   (4)(b)         Rights Agreement as Amended and Currently in Effect (3), as
                  further amended. (21)

   (4)(c)         Certificate of Designation, Preferences and Rights of Series B
                  Preferred Stock. (10)

   (10.1)         Term Note dated February 23, 1995 between Market Facts, Inc.
                  and Lawrence Labash. (4)

   (10.2)         Term Note dated February 23, 1995 between Market Facts, Inc.
                  and Thomas Payne. (4)

   (10.3)         Term Note dated February 23, 1995 between Market Facts, Inc.
                  and Timothy Sullivan. (16)

   (10.4)         Demand Note and London Interbank Offered Rate Borrowing
                  Agreement dated April 30, 1997, between the Company and
                  American National Bank and Trust Company of Chicago (16), as
                  amended.

   (10.5)         Mortgage and Security Agreement dated April 11, 1990 between
                  American National Bank and Trust Company as Trustee under
                  Trust No. 110201-04 and The Manufacturers Life Insurance
                  Company together with Mortgage Note. (2)

   (10.6)         Credit Agreement dated June 7, 1996, between the Company and
                  Harris Trust and Savings Bank (6), as amended, and Revolving
                  Credit Note dated September 4, 1997 relating thereto. (16)

   (10.7)         Employment Agreement with Thomas H. Payne. (13)

   (10.8)         Employment Agreement with Lawrence W. Labash. (13)

   (10.9)         Employment Agreement with Timothy J. Sullivan. (13)

   (10.10)        Employment Agreement with Sanford M. Schwartz. (17)

   (10.11)        Indemnity Agreement with Jack R. Wentworth dated July 15,
                  1994. (1) Substantially identical agreements were also entered
                  into with the following individuals:
                  William W. Boyd             Karen E. Predow
                  Verne B. Churchill          Thomas H. Payne
                  Lawrence W. Labash          Sanford M. Schwartz

   (10.12)        Term Note dated March 29, 1996 between Market Facts, Inc. and
                  Thomas Payne. (5)

   (10.13)        Term Note dated March 29, 1996 between Market Facts, Inc. and
                  Lawrence Labash. (5)

   (10.14)        Term Note dated March 29, 1996 between Market Facts, Inc. and
                  Timothy Sullivan. (16)

   (10.15)        Indemnity Agreement with Timothy Sullivan dated September 3,
                  1997. (16) Substantially identical agreements were also
                  entered into with Ned Sherwood and Jeffery Oyster.

   (10.16)        Investment Agreement dated June 6, 1996 among the Company, MFI
                  Investors L.P. and MFI Associates, Inc. (7)

   (10.17)        Financial Advisory Agreement dated June 6, 1996 between the
                  Company and MFI Investors L.P. (8)

   (10.18)        Convertible Note dated June 6, 1996 in the principal amount of
                  $8,250,000 issued by the Company to MFI Investors L.P. (9)

   (10.19)        Market Facts, Inc. 1996 Stock Plan, as amended. (12)

</TABLE>


                                    Page 16

<PAGE>

<TABLE>
<CAPTION>

Exhibit Number    Description
--------------    -----------
<S>               <C>
   (10.20)        Stock Purchase Agreement by and among Market Facts, Inc.,
                  Kathleen Knight, Robert Skolnick, Gunilla Broadbent and
                  BAIGlobal, Inc. dated as of July 31 1997. (15)

   (10.21)        Employment Agreement with Kathleen Knight. (15)

   (10.22)        Employment Agreement with Robert Skolnick. (15)

   (10.23)        Employment Agreement with Gunilla Broadbent. (15)

   (10.24)        Underwriting Agreement dated October 21, 1997 by and among
                  Market Facts, Inc., MFI Investors L.P. and the several
                  underwriters named therein. (16)

   (10.25)        Promissory Note dated April 1, 1994 between Market Facts, Inc.
                  and Timothy Sullivan. (16)

   (10.26)        Term Note dated December 12, 1997 between Market Facts, Inc.
                  and Sanford M. Schwartz. (17)

   (10.27)        Asset Purchase Agreement by and among Market Facts, Inc. TRA
                  Acquisition Corp., Donald E. Rupnow, Daniel Fish and Tandem
                  Research Associates, Inc. dated as of March 31, 1998. (18)

   (10.28)        Termination Agreement dated June 4, 1998 between ZS Fund L.P.
                  and the Company (19)

   (10.29)        Financial Advisory Agreement dated as of January 1, 1998
                  between ZS Fund L.P. and the Company (20)

   (10.30)        Financial Advisory Agreement dated as of August 1, 1998
                  between ZS Fund L.P. and the Company (20)

   (10.31)        Agreement and Plan of Merger, dated as of April 29, 1999, by
                  and among the Company, Aegis Group plc and Aegis Acquisition
                  Corp. (21)

</TABLE>

------------------
(1)  Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended September 30, 1994.

(2)  Incorporated by reference to Registrant's Annual Report on Form 10-K for
     its fiscal year ended December 31, 1992.

(3)  Incorporated by reference to Registrant's Form 8-A dated July 3, 1996,
     commission file number 0-04781.

(4)  Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended March 31, 1995.

(5)  Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended March 31, 1996.

(6)  Incorporated by reference to Exhibit No. (b) of Registrant's Schedule 13E-4
     dated June 11, 1996, commission file number 5-20859.

(7)  Incorporated by reference to Exhibit No. (c)(1) of Registrant's Schedule
     13E-4 dated June 11, 1996, commission file number 5-20859.

(8)  Incorporated by reference to Exhibit No. (c)(2) of Registrant's Schedule
     13E-4 dated June 11, 1996, commission file number 5-20859.

(9)  Incorporated by reference to Exhibit No. (c)(3) of Registrant's Schedule
     13E-4 dated June 11, 1996, commission file number 5-20859.

(10) Incorporated by reference to Exhibit No. 99(c)(4) of Registrant's Schedule
     13E-4 dated June 11, 1996, commission file number 5-20859.

(11) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended June 30, 1996.

(12) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended September 30, 1996.

(13) Incorporated by reference to Registrant's Annual Report on Form 10-K for
     its fiscal year ended December 31, 1996.

(14) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended June 30, 1997.

(15) Incorporated by reference to Registrant's Form 8-K dated July 31, 1997.

(16) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended September 30, 1997.

(17) Incorporated by reference to Registrant's Annual Report on Form 10-K for
     its fiscal year ended December 31, 1997.

(18) Incorporated by reference to Registrant's Form 8-K dated March 31, 1998.

(19) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended June 30, 1998

(20) Incorporated by reference to Registrant's Annual Report on Form 10-K for
     its fiscal year ended December 31, 1998.

(21) Incorporated by reference to Registrant's schedule 14D-9 dated May 6, 1999.