<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
[MARK ONE]

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

                  For the quarterly period ended MARCH 31, 1997

                                       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 No. 0-22195

                               AHL SERVICES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             GEORGIA                                        58-2277249
   -------------------------------                      -------------------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)


 3353 Peachtree Road, NE, Atlanta, GA                         30326
----------------------------------------                -------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code   (404) 267-2222
                                                  -------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

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

                                    Yes        No    X
                                       -------    -------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 10,853,430 shares on April 30,
1997.


<PAGE>   2

                               AHL SERVICES, INC.
                                    FORM 10-Q
                                      INDEX
<TABLE>
<CAPTION>


                                                                                    Page No.
                                                                                    -------- 
<S>                                                                                   <C>   

PART I   FINANCIAL INFORMATION

ITEM 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets                                        2
            March 31, 1997 (Unaudited) and December 31, 1996

         Condensed Consolidated Statements of Operations                              3
            (Unaudited) - Quarters Ended March 31, 1997 and March 31, 1996

         Condensed Consolidated Statements of Cash Flows                              4
           (Unaudited) - Quarters Ended March 31, 1997 and March 31, 1996

         Notes to Condensed Consolidated Financial Statements                         5

ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                          6

PART II  OTHER INFORMATION AND SIGNATURE

ITEM 6.  Exhibits and Reports on Form 8-K                                             9



SIGNATURE                                                                            10
</TABLE>






                                      1
<PAGE>   3


PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

                               AHL SERVICES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                              ASSETS                                        MARCH 31, 1997 DECEMBER 31, 1996
                                                                            -------------- -----------------
                                                                              (unaudited)
<S>                                                                              <C>         <C>   

   CURRENT ASSETS:
            Cash                                                                 $  2,017    $  1,842
            Accounts receivable, less allowance for doubtful accounts
             of $375 and $341 in 1997 and 1996, respectively                       34,964      34,692
            Prepaid expenses and other                                              3,787       4,341
                                                                                 --------    --------
                              Total current assets                                 40,768      40,875
                                                                                 --------    --------

   PROPERTY AND EQUIPMENT, net of accumulated
     depreciation of $8,731 and $8,308 in 1997 and 1996, respectively               7,790       5,674
   INTANGIBLES, net of accumulated amortization of $580 and $497 in 
     1997 and 1996, respectively                                                    4,127       4,141
   OTHER ASSETS                                                                     1,209       1,263
                                                                                 --------    --------
                                                                                 $ 53,894    $ 51,953
                                                                                 ========    ========
                              LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES:
            Accounts payable                                                     $  5,926    $  4,667
            Accrued payroll and other liabilities                                  14,064      15,413
            Current portion of self-insurance reserves                                700         640
            Income taxes payable                                                    1,506       1,185
            Current portion of long-term debt                                       1,768       1,617
                                                                                 --------    --------
                              Total current liabilities                            23,964      23,522
                                                                                 --------    --------

   LONG-TERM DEBT, less current portion                                            22,333      19,178
                                                                                 --------    --------
   SELF-INSURANCE RESERVES, less current portion                                    2,800       2,560
                                                                                 --------    --------
   DEFERRED INCOME TAXES                                                                0          50
                                                                                 --------    --------
   REDEEMABLE WARRANT                                                                 750         706
                                                                                 --------    --------
   NOTE PAYABLE TO SHAREHOLDER                                                          0         528
                                                                                 --------    --------
   SHAREHOLDERS' EQUITY:
            Common stock of Argenbright, $1 par value; 50,000 shares
              authorized, 0 and 500 shares issued and outstanding                       0           1
            Common stock of ADI, no par value; 5,000,000 shares
              authorized, 0 and 296,868 shares issued and outstanding                   0           0
            Preferred stock of AHL Services, Inc., no par value;
              5,000,000 shares authorized; no shares outstanding                        0           0
            Common stock of AHL Services, Inc., $.01 par value;
              50,000,000 shares authorized, 10,853,430 and 0 shares       
              issued and outstanding                                                  109           0   
            Paid in Capital                                                        21,961           0
            Cumulative translation adjustment                                          (2)         74
            Retained earnings                                                       6,187       5,952
            Due from shareholder                                                     (958)       (618)
            Subscription receivable                                               (23,250)          0
                                                                                 --------    --------
                  Shareholders' equity, net                                         4,047       5,409
                                                                                 --------    --------
                                                                                 $ 53,894    $ 51,953
                                                                                 ========    ========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.


                                       2
<PAGE>   4



                               AHL SERVICES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>


                                                                                    THREE MONTHS ENDED MARCH 31,                  
                                                                                  -------------------------------
                                                                                          1997          1996
                                                                                        --------      --------
<S>                                                                                     <C>           <C>  
   REVENUES                                                                             $ 60,424      $ 45,519
   OPERATING EXPENSES:
     Cost of services                                                                     45,428        33,541
     Field operating                                                                       9,923         8,253
     Corporate general and administrative                                                  3,435         2,864
                                                                                        --------      -------- 
            Total operating expenses                                                      58,786        44,658
                                                                                        --------      --------
   OPERATING INCOME                                                                        1,638           861
   INTEREST EXPENSE, net                                                                     648           309
   OTHER (INCOME), net                                                                       (88)          (57)
                                                                                        --------      -------- 
   INCOME BEFORE INCOME TAXES                                                              1,078           609
   INCOME TAX PROVISION                                                                      427           244
                                                                                        --------      --------
   NET INCOME                                                                           $    651      $    365 
                                                                                        ========      ======== 
   NET INCOME PER COMMON AND COMMON 
     EQUIVALENT SHARES                                                                  $    .08      $    .04
                                                                                        ========      ========
   WEIGHTED AVERAGE COMMON AND COMMON 
    EQUIVALENT SHARES                                                                      8,673         8,557
                                                                                        ========      ========
   </TABLE>

  
  The accompanying notes are an integral part of these consolidated financial
  statements.

                                       3
<PAGE>   5
                                      
                              AHL SERVICES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                (IN THOUSANDS)


<TABLE>
<CAPTION>                                                                             
                                                                                       Three Months Ended March 31,
                                                                                    --------------------------------
                                                                                        1997                 1996
                                                                                       -------             -------
<S>                                                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                           $    651             $   365
                                                                                      ---------            --------
 Adjustments to reconcile net income to net cash from         
  operating activities:
  Depreciation and amortization                                                          1,263                 938
  Loss (gain) on sale of subsidiary                                                          2                 (81)
  Changes in working capital, net                                                         (806)              1,726
                                                                                      ---------            --------
       Net cash provided by operating activities                                          1,110               2,948
                                                                                      ---------            --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment, net                                                 (325)               (186)
 Other activities, net                                                                     (33)                  1
                                                                                      ---------            --------
       Net cash used in investing activities                                              (358)               (185)
                                                                                      ---------            --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of long-term debt, net                                                          (97)               (119)
 Repayments of line of credit                                                          (48,995)            (32,182)
 Borrowings under line of credit                                                        49,118              29,000
 Expenses of IPO                                                                          (555)                  0
                                                                                      ---------            --------
       Net cash used in financing activities                                              (529)             (3,301)
                                                                                      ---------            --------
EFFECT OF EXCHANGE RATES ON CASH                                                           (48)                (18)
                                                                                      ---------            --------
NET CHANGE IN CASH                                                                         175                (556)
CASH AT BEGINNING OF PERIOD                                                              1,842               1,169
                                                                                      ---------            --------
CASH AT END OF PERIOD                                                                 $  2,017             $   613
                                                                                      =========            ========
CASH PAID DURING THE PERIOD FOR:
 Interest                                                                             $    556             $   292
                                                                                      =========            ========
 Income taxes                                                                         $    123             $   906
                                                                                      =========            ========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
 Equipment purchases under capital lease obligations                                  $    472             $     0
                                                                                      =========            ========
 Contribution of real estate                                                          $  1,637             $     0
                                                                                      =========            ========
 Forgiveness of note payable to shareholder                                           $    528             $     0
                                                                                      =========            ========
 Assumption of real estate debt                                                       S (2,532)            $     0
                                                                                      =========            ========
 Accrual of IPO Expenses                                                              S    625             $     0
                                                                                      =========            ========
 


</TABLE>











       The accompanying notes are an integral part of these consolidated
                             financial statements.


                                       4
<PAGE>   6



                               AHL SERVICES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1997

                                   (UNAUDITED)



1.       SUMMARY OF PRESENTATION - The condensed consolidated financial
         statements included herein have been prepared by the Company, without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         generally accepted accounting principles have been condensed or omitted
         pursuant to such rules and regulations, although the Company believes
         that the disclosures are adequate to make the information not
         misleading. In the opinion of management, the condensed consolidated
         financial statements contain all adjustments necessary to present
         fairly the financial position of the Company as of March 31, 1997 and
         the results of its operations and cash flows for the three months ended
         March 31, 1997 and 1996. All such adjustments are of a normal recurring
         nature. The results of operations for the three months ended March 31,
         1997 are not necessarily indicative of the results to be expected for
         the year ended December 31, 1997. The accounting policies of the
         Company continue unchanged from December 31, 1996. For further
         information, refer to the Consolidated Financial Statements and
         footnotes thereto for the fiscal year ended December 31, 1996 included
         in the Company's Prospectus dated March 27, 1997.

2.       INITIAL PUBLIC OFFERING AND REORGANIZATION - In the second quarter of
         1997, the Company completed an initial public offering (the "Offering"
         or "IPO") of its Common Stock. In connection with the Offering and
         effective February 1, 1997, Mr. Argenbright contributed all of the
         outstanding shares of Common Stock of Argenbright Holdings Limited
         ("Argenbright") and The ADI Group Limited ("ADI") to AHL Services, Inc.
         ("AHL") . In addition to the contribution of the shares of Argenbright
         and ADI to AHL, Mr. Argenbright contributed certain real estate, a
         portion of which was previously rented by the Company (with the Company
         assuming the related mortgage debt) and a note with a balance of
         $528,000 payable by the Company to Mr. Argenbright (collectively the
         "Reorganization"). All of these transactions were brought forward at
         historical values. Effective with the Reorganization and prior to
         completion of the Offering, the capital structure of AHL consisted of
         50,000,000 shares authorized, 8,353,430 shares issued and outstanding
         of $.01 par value Common Stock and 5,000,000 shares authorized, 0
         shares issued and outstanding of no par value preferred stock. All
         references to outstanding shares of Common Stock give effect to the
         revised capital structure.

3.       PENDING ACQUISITION - On April 30, 1997, the Company entered into a
         definitive agreement, subject to final due diligence, to acquire the
         commercial security business of USA Security Services, Inc. ("USA"),
         based in Hackensack, New Jersey. The annual revenues of USA for the
         trailing twelve month period was approximately $8.6 million. This
         acquisition is currently expected to close on May 30, 1997.

                                       5
<PAGE>   7


                               AHL SERVICES, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


4.       ACQUISITION - On May 1, 1997, the Company acquired the assets of
         Executive Aircraft Services ("EAS"), an operation of British Airways at
         London's Heathrow Airport. EAS provides ground handling and passenger
         services for non-commercial aircraft. The annual revenues of EAS for
         the trailing twelve month period was approximately $2.3 million.

5.       REFINANCING - On May 2, 1997, the Company and its Lender, First Union
         National Bank, entered into a new three year credit facility which
         increased the maximum borrowings to $35 million, lowered the interest
         rate to prime or LIBOR plus 150 basis points and reduced certain other
         fees associated with the credit facility. The credit facility is to be
         used for general working capital purposes and to fund future
         acquisitions.


6.       EARNINGS PER SHARE - In February 1997, the FASB issued SFAS No. 128
         "Earnings Per Share" which specifies the computation, presentation, and
         disclosure requirements for earnings per share. The Company will be
         required to adopt SFAS No. 128 in the fourth quarter 1997. All prior
         period earnings per share data will be restated to conform with the
         provisions of SFAS No. 128. Based on a preliminary evaluation of this
         Standards' requirements, the Company does not expect the per share
         amounts reported under SFAS No. 128 to be materially different from
         those calculated and presented under Accounting Principles Board
         Opinion No. 15.

                                       6
<PAGE>   8


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

         Operating Results - Three Months Ended March 31, 1997 and 1996
         --------------------------------------------------------------

         Revenues increased $14.9 million, or 32.7%, to $60.4 million in the
         first quarter of 1997 from $45.5 million in the first quarter of 1996.
         Of this increase, approximately $3.1 million was attributable to the
         Intersec acquisition. The remaining increase was a result of entering
         into contracts to provide services to new clients and as a result of
         providing additional services to existing clients.

         Cost of services represents the direct costs attributable to a specific
         contract, predominantly wages and related benefits, as well as certain
         related expenses such as workers' compensation and other direct labor
         related expenses. Cost of services increased $11.9 million, or 35.4%,
         to $45.4 million in the first quarter of 1997 from $33.5 million in the
         first quarter of 1996. As a percentage of revenues, cost of services
         increased to 75.2% in the first quarter of 1997 from 73.7% in the first
         quarter of 1996. This percentage increase was primarily attributable to
         the termination of the Florida transportation operations which had a
         higher gross margin than the other operations of the Company.

         Field operating expenses represent expenses which directly support
         field operations, such as each district's management, facilities
         expenses (such as rent, communication costs and taxes), employee
         uniforms, equipment leasing, depreciation and maintenance, local sales
         and marketing activities and acquisition - related goodwill. These
         expenses increased $1.7 million, or 20.2%, to $9.9 million in the first
         quarter of 1997 from $8.2 million in the first quarter of 1996. As a
         percentage of revenues, field operating expenses decreased to 16.4% in
         the first quarter of 1997 from 18.1% in the first quarter of 1996. This
         percentage decrease was primarily attributable to the termination of
         the Florida transportation operations which had significant field
         operating expenses.

         Corporate general and administrative expenses, which includes the cost
         of services the Company provides to support and manage its field
         activities, increased $571,000, or 19.9%, to $3.4 million in the first
         quarter of 1997 from $2.9 million in the first quarter of 1996. As a
         percentage of revenues, these expenses decreased to 5.7% in the first
         quarter of 1997 from 6.3% in the first quarter of 1996. This percentage
         decrease was primarily due to the Company's ability to increase
         revenues without a commensurate increase in corporate expenses.

         Operating income increased $777,000, or 90.2%, to $1.6 million in the
         first quarter of 1997 from $861,000 in the first quarter of 1996. As a
         percentage of revenues, operating income improved to 2.7% in the first
         quarter of 1997 from 1.9% in the first quarter of 1996.

         Interest expense, net, increased $339,000, or 109.7%, to $648,000 in
         the first quarter of 1997 from $309,000 in the first quarter of 1996.
         First quarter 1997 interest expense primarily increased due to the
         inclusion of interest associated with the July 1996 acquisition of
         Intersec, Inc.

         Net income increased $286,000, or 78.4%, to $651,000, or 1.1% of
         revenues, in the first quarter of 1997 from net income of $365,000, or
         0.8% of revenues, in the first quarter of 1996. The Company provided
         income taxes at an estimated rate of 40% which is equal to the annual
         effective rate in 1996. The Company's effective income tax rate is
         higher than the U.S. Federal statutory rate of 34% due to state income
         taxes.


                                       7
<PAGE>   9

         Liquidity and Capital Resources
         -------------------------------

         Cash provided by operating activities was $1.1 million for the first
         quarter ended March 31, 1997 compared to $2.9 million for the first
         quarter ended March 31, 1996. This was the result of $1.9 million of
         net income before depreciation and amortization and other non-cash
         charges offset by $806,000 of changes in working capital. Cash used in
         investing activities for the quarter ended March 31, 1997 was $358,000
         compared to $185,000 for the quarter ended March 31, 1996. This was
         principally the result of purchases of property and equipment. Cash
         used in financing activities for the quarter ended March 31, 1997 was
         $529,000 compared to $3.3 million for the quarter ended March 31,
         1996. The use of cash in the quarter ended March 31, 1997 was
         principally the result of expenses associated with the IPO. The use of
         cash in the quarter ended March 31, 1996 was principally the result of
         repayments under the Company's credit facility.

         Capital expenditures were $325,000 for the first quarter ended March
         31, 1997 compared to $186,000 for the first quarter ended March 31,
         1996. Historically, capital expenditures have been, and future
         expenditures are anticipated to be, primarily to support expansion of
         the Company's operations and management information systems.

         The Company completed it's initial public offering on April 2, 1997
         raising net proceeds of approximately $23.2 million. These proceeds
         were used to repay all outstanding amounts under the Company's credit
         facility, to repurchase an outstanding warrant and to retire other
         outstanding acquisition related debt. Following the IPO, interest
         expense will be substantially reduced and warrant amortization will
         cease. The Company will have an extraordinary charge in the quarter
         ending June 30, 1997 of approximately $400,000, net of tax, associated
         with the early extinguishment of debt.

         The Company believes that funds generated from operations, together
         with existing cash, the net proceeds from the IPO, and borrowings under
         the credit facility, will be sufficient to finance its current
         operations, planned capital expenditures and internal growth for at
         least the next several years.

         Outstanding borrowings under the credit facility at March 31, 1997 were
         $14.3 million. Concurrent with the receipt of the IPO proceeds on April
         2, 1997, all outstanding amounts under the credit facility were repaid
         in full. Effective May 2, 1997, the Company increased the size of its
         credit facility to $35 million.



                                       8
<PAGE>   10



                               AHL SERVICES, INC.




         PART II - OTHER INFORMATION AND SIGNATURE

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

                  (a)      Exhibits:

                             Exhibit Number   Description
                             --------------   ----------- 
                                   11         Computation of Earnings Per Share
                                   27         Financial Data Schedule
                                              (For SEC Filing Purposes Only)

                  (b)      Reports on Form 8-K.


                           No reports on Form 8-K were filed during the quarter
                           ended March 31, 1997.

                                       9
<PAGE>   11


         SIGNATURE


         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.


                                                          AHL SERVICES, INC.
                                                          (REGISTRANT)




         Date:    May 15, 1997        By:      /s/ David L. Gamsey
                                               --------------------------------
                                               David L. Gamsey
                                               Vice President and Chief
                                               Financial Officer (On behalf of 
                                               the Registrant and as Chief
                                               Accounting Officer)

                                       10