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, 2000
                                -----------------------------------------
OR

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

For the transition period from                       to
                               --------------------      --------------------

                    Commission File Number     333-16867
                                              -------------

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

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

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

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

Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by  Sections  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  issuer's  classes of
common stock as of the latest practicable date.
                                                            Outstanding at
                  Class                                     March 31, 2000
-------------------------------------                       --------------
Voting common stock                                          5,976,389.04
Non-voting common stock                                        480,321.30
                                                            -------------
                                                             6,456,710.34



Transitional Small Disclosure       (check one):  Yes [   ]     No [ X ]
                              ------                  -----        -----


<PAGE>
PAGE 2


                           OUTSOURCING SOLUTIONS INC.
                                AND SUBSIDIARIES



                                TABLE OF CONTENTS


Part I.   Financial Information                                             Page
                                                                            ----

  Item 1.   Financial Statements

            Condensed Consolidated Balance Sheets
            March 31, 2000 (unaudited) and December 31, 1999...............   3


            Condensed Consolidated Statements of Operations for the
            three months ended March 31, 2000 and 1999 (unaudited).........   4


            Condensed Consolidated Statements of Cash Flows for the
            three months ended March 31, 2000 and 1999 (unaudited).........   5


            Notes to Condensed Consolidated Financial
            Statements (unaudited).........................................   6


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


  Item 3.   Quantitative and Qualitative Disclosures About Market Risk.....  10



Part II.  Other Information................................................  11

<PAGE>
PAGE 3

OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                         March 31,  December 31,
                                                            2000       1999
                                                         Unaudited    Audited
                                                         ---------  ------------
ASSETS
<S>                                                      <C>         <C>
Cash and cash equivalents                                $ 16,834    $  6,059

Cash and cash equivalents held for clients                 26,946      22,521

Accounts receivable - trade, less allowance for            52,735      52,082
  doubtful receivables of $466 and $529

Purchased loans and accounts receivable portfolios         34,920      39,947

Property and equipment, net                                44,142      43,647

Intangible assets, net                                    406,504     410,471

Deferred financing costs, less accumulated
  amortization of $1,026 and $248                          26,447      27,224

Other assets                                               25,268      22,761
                                                         --------    --------

             TOTAL                                       $633,796    $624,712
                                                         ========    ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable - trade                                 $  9,634    $  6,801

Collections due to clients                                 26,946      22,521

Accrued salaries, wages and benefits                       15,288      17,009

Debt                                                      526,489     518,307

Other liabilities                                          67,051      68,306

Commitments and contingencies                                   -           -

Mandatorily redeemable preferred stock;
redemption amount of $111,502 and $107,877                 89,959      85,716

Stockholders' deficit:
  Voting common stock; $.01 par value; authorized
    15,000,000 shares, 9,054,638.11 shares issued              90          90
  Non-voting common stock; $.01 par value;
    authorized 2,000,000 shares,480,321.30 issued
    and outstanding                                             5           5
  Paid-in capital                                         196,339     196,339
  Retained deficit                                       (163,148)   (155,525)
                                                         --------    --------
                                                          33,286       40,909
  Common stock in treasury, at cost;
    3,078,249.07 shares                                  (134,857)   (134,857)
                                                         --------    --------
        Total stockholders' deficit                      (101,571)    (93,948)
                                                         --------    --------
               TOTAL                                     $633,796    $624,712
                                                         ========    ========



               The accompanying notes are an integral part of the
             unaudited condensed consolidated financial statements.
</TABLE>
<PAGE>

PAGE 4

OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                March 31,
                                                             2000        1999
                                                           --------    --------
<S>                                                        <C>         <C>
REVENUES                                                   $133,250    $129,247

EXPENSES:
     Salaries and benefits                                   66,006      60,735
     Service fees and other operating
       and administrative expenses                           41,597      40,412
     Amortization of purchased loans
       and accounts receivable portfolios                     6,676      11,300
     Amortization of goodwill and other intangibles           3,970       4,102
     Depreciation expense                                     4,013       3,611
                                                           --------    --------
         Total expenses                                     122,262     120,160
                                                           --------    --------

OPERATING INCOME                                             10,988       9,087
OTHER EXPENSE                                                     -          76
INTEREST EXPENSE - Net                                       14,243      12,565
                                                           --------    --------
LOSS BEFORE INCOME TAXES                                     (3,255)     (3,554)
PROVISION FOR INCOME TAXES                                      125           -
                                                           --------    --------
NET LOSS                                                     (3,380)     (3,554)
PREFERRED STOCK DIVIDEND REQUIREMENTS AND
   ACCRETION OF SENIOR PREFERRED STOCK                        4,243         506
                                                           --------    --------

NET LOSS TO COMMON STOCKHOLDERS                            $ (7,623)   $ (4,060)
                                                           ========    ========



















               The accompanying notes are an integral part of the
             unaudited condensed consolidated financial statements.

</TABLE>
<PAGE>
PAGE 5


OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                March 31,
                                                             2000        1999
                                                           --------    --------
OPERATING ACTIVITIES AND PORTFOLIO PURCHASING:
<S>                                                        <C>         <C>
  Net loss                                                 $ (3,380)   $ (3,554)
  Adjustments to reconcile net loss to net cash
    from operating activities and portfolio purchasing:
      Depreciation and amortization                           8,757       8,461
      Amortization of purchased loans and
        accounts receivable portfolios                        6,676      11,300
      Change in assets and liabilities:
        Purchases of loans and accounts
          receivable portfolios                              (1,649)     (2,442)
        Accounts receivable and other assets                 (3,160)     (6,780)
        Accounts payable, accrued expenses
          and other liabilities                                (143)      2,634
                                                           --------    --------
        Net cash from operating activities and
          portfolio purchasing                                7,101       9,619
                                                           --------    --------
INVESTING ACTIVITIES:
  Acquisition of property and equipment                      (4,508)     (3,395)
  Purchases of loans and accounts receivable
    portfolios for resale to FINCO                          (16,524)    (17,658)
  Sales of loans and accounts receivable
    portfolios to FINCO                                      16,524      17,658
  Other                                                           -         374
                                                           --------    --------
        Net cash from investing activities                   (4,508)     (3,021)
                                                           --------    --------
FINANCING ACTIVITIES:
  Borrowings under revolving credit agreement                76,700      67,550
  Repayments under revolving credit agreement               (67,700)    (66,050)
  Repayments of debt                                           (818)     (4,263)
  Deferred financing fees                                         -        (235)
                                                           --------    --------

           Net cash from financing activities                 8,182      (2,998)
                                                           --------    --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                    10,775       3,600

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                6,059       8,814
                                                           --------    --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                   $ 16,834    $ 12,414
                                                           ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during period for interest                     $ 10,755    $  9,346
                                                           ========    ========
  Net cash received during period for taxes                $      2    $     89
                                                           ========    ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
  Paid preferred stock dividends through issuance
    of preferred stock                                     $      -    $    992
                                                           ========    ========
  Accrued dividends on mandatorily redeemable
    preferred stock                                        $  3,625    $      -
                                                           ========    ========
  Accretion of mandatorily redeemable preferred stock      $    618    $      -
                                                           ========    ========




               The accompanying notes are an integral part of the
             unaudited condensed consolidated financial statements.

</TABLE>
<PAGE>
OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands)

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  December 31,  2000.  For purposes of  comparability,  certain  prior year
amounts have been reclassified to conform to current quarter presentation. These
Condensed  Consolidated  Financial Statements should be read in conjunction with
the  Consolidated  Financial  Statements  and  notes  thereto  contained  in the
Company's Form 10-K for the year ended December 31, 1999.

Comprehensive  loss for the periods  presented  were equal to the  Company's net
loss as the Company had no comprehensive income (loss) items.


NOTE 2.  LITIGATION

From time to time,  the Company and certain of its  subsidiaries  are subject to
various  investigations,  claims and legal proceedings  covering a wide range of
matters  that  arise in the normal  course of  business  and are  routine to the
nature  of the  Company's  businesses.  In  addition,  as a result  of the Union
acquisition, certain subsidiaries of the Company are a party to several on-going
environmental  remediation  investigations  by  federal  and state  governmental
agencies  and  clean-ups  and,  along  with  other  companies,  has been named a
"potentially  responsible  party" for certain waste  disposal  sites.  While the
results of  litigation  cannot be  predicted  with  certainty,  the  Company has
provided for the  estimated  uninsured  amounts and costs to resolve the pending
suits and management, in consultation with legal counsel, believes that reserves
established for the ultimate resolution of pending matters are adequate at March
31, 2000.


NOTE 3.  PURCHASED LOANS AND ACCOUNTS RECEIVABLE PORTFOLIOS FINANCING

OSI Funding LLC ("FINCO") is a special-purpose  finance company with the Company
owning approximately 78% of the financial interest but having only approximately
29% of the voting rights.

The following  summarizes the transactions between the Company and FINCO for the
quarters ended March 31:
                                                            2000         1999
                                                            ----         ----
     Sales of purchased loans and accounts receivable
           portfolios by the Company to FINCO              $16,524      $17,658

     Servicing fees paid by FINCO to the Company            $4,305       $1,843

Sales of purchased loans and accounts receivable  portfolios  ("Receivables") by
the Company to FINCO were in the same  amount and  occurred  shortly  after such
portfolios were acquired by the Company from the various unrelated  sellers.  In
conjunction with sales of Receivables to FINCO and the servicing agreement,  the
Company  recorded  servicing assets which are being amortized over the servicing
agreement.  The carrying value of such  servicing  assets is $1,550 at March 31,
2000 and was $1,300 at December 31, 1999.

At March 31, 2000 and December 31, 1999,  FINCO had  unamortized  Receivables of
$49,390 and  $42,967,  respectively.  At March 31, 2000 and  December  31, 1999,
FINCO had outstanding borrowings of $37,772 and $32,051, respectively, under its
revolving warehouse financing arrangement.

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

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
-------------------------------------------------------------------------------

Revenues for the three months ended March 31, 2000 were $133.3 million  compared
to $129.2  million  in the same  period  last year - an  increase  of 3.2%.  The
revenue  increase of $4.1 million was due primarily to increased  collection and
outsourcing  services  revenues  offset  partially by lower  portfolio  services
revenues.  Revenues  from  collection  services were $96.7 million for the three
months ended March 31, 2000 compared to $93.7 million in the  comparable  period
in 1999. The increase in collection services revenue was primarily  attributable
to increased letter series business.  The outsourcing  services revenue of $16.9
million  compared  favorably to $13.8  million in 1999 due to increased  revenue
from new and existing business.  Revenues from portfolio services decreased 9.2%
to $19.7  million for the three months  ended March 31, 2000 from $21.7  million
for the comparable period in 1999. The decreased revenue was due to a shift from
on-balance sheet ownership of purchased loans and accounts receivable portfolios
to  off-balance   sheet  resulting  in  lower  revenues  from  on-balance  sheet
portfolios  offset by higher  servicing fee revenues for the  off-balance  sheet
collections of FINCO  portfolios.  During the three months ended March 31, 2000,
the Company  recorded revenue from FINCO servicing fees of $4.3 million on total
collections of $11.9 million compared to servicing fees of $1.8 million on total
collections  of $4.7 million for the three  months  ended March 31,  1999.  When
compared to the three months ended March 31, 1999, the total collections of both
on and off-balance  sheet purchased  portfolios  increased from $19.3 million to
$25.7 million in 2000 - an increase of 33.2% or $6.4 million,  resulting from an
increase in portfolio purchasing activities and improved liquidation rates.

Operating expenses,  inclusive of salaries and benefits,  service fees and other
operating and administrative  expenses, were $107.6 million for the three months
ended March 31, 2000 and $101.1 million for the  comparable  period in 1999 - an
increase of 6.4%. The increase in these operating  expenses  resulted  primarily
from higher  collection-related  expenses associated with the increased revenues
of  collection  and  outsourcing  services  and  increased  collection  expenses
associated  with  the  increase  in  collections  of on  and  off-balance  sheet
purchased  portfolios  partially  offset by lower consulting  expenses.  For the
three months  ended March 31, 2000,  amortization  and  depreciation  charges of
$14.7  million were lower than the $19.0  million for the  comparable  period in
1999 - a decrease of 22.6%.  The lower  amortization  and  depreciation  charges
resulted primarily from lower on-balance sheet portfolio amortization.

As a result of the above,  the Company's  operating  income of $11.0 million for
the three months ended March 31, 2000 compared favorably to $9.1 million for the
same period in 1999.

Earnings before interest expense, taxes,  depreciation and amortization (EBITDA)
for the three months ended March 31, 2000  decreased to $25.7 million from $28.1
million for the same period in 1999.  The decrease of $2.4 million was primarily
attributable  to the lower portfolio  services  revenues and the manner in which
revenues from off-balance sheet  collections are recognized  partially offset by
the contribution from increased collection and outsourcing services revenues and
lower consulting expenses.

Net interest expense for the three months ended March 31, 2000 was $14.2 million
compared to $12.6 million for the  comparable  period in 1999.  The increase was
due primarily to higher interest rates.

The provision for income taxes of $0.1 million was provided for state income tax
obligations, which the Company cannot offset currently by net operating losses.

Due to the factors  stated above,  the net loss for the three months ended March
31, 2000 of $3.4 million compared  favorably to the net loss of $3.6 million for
the three months ended March 31, 1999.

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------

At March 31, 2000,  the Company had cash and cash  equivalents of $16.8 million.
The Company's  credit  agreement  provides for a $75.0 million  revolving credit
facility,  which  allows  the  Company to borrow for  working  capital,  general
corporate purposes and acquisitions,  subject to certain conditions. As of March
31, 2000, the Company had $22.0 million  outstanding  under the revolving credit
facility leaving $50.2 million,  after outstanding letters of credit,  available
under the revolving credit facility.

Since  December 31, 1999,  cash and cash  equivalents  increased  $10.8  million
primarily due to cash from operating activities and portfolio purchasing of $7.1
million and net cash from financing activities of $8.2 million offset by the use
of cash of $4.5  million for capital  expenditures.  The Company also held $26.9
million of cash for clients in restricted trust accounts at March 31, 2000.

For the first three months in 2000,  the Company made  capital  expenditures  of
$4.5 million primarily for the replacement and upgrading of equipment, expansion
of facilities and expansion and conversion of the Company's information services
systems.  The Company  anticipates  spending  approximately $18.0 million during
2000.

Forward-Looking Statements
--------------------------

The following statements in this document are or may constitute  forward-looking
statements  made in  reliance  upon the safe  harbor of the  Private  Securities
Litigation  Reform Act of 1995: (1) statements  concerning the anticipated costs
and outcome of legal proceedings and environmental  liabilities,  (2) statements
regarding  the  Company's  expected  capital  expenditures,  (3) any  statements
preceded  by,  followed  by or that  include  the  word  "believes,"  "expects,"
"anticipates," "intends," "should," "may," or similar expressions; and (4) other
statements  contained or  incorporated  by reference in this document  regarding
matters that are not historical facts.

Because such statements are subject to risks and  uncertainties,  actual results
may differ  materially from those  expressed or implied by such  forward-looking
statements.  Factors  that  could  cause  actual  results  to differ  materially
include, but are not limited to: (1) the demand for the Company's services,  (2)
the demand for accounts receivable  management  generally,  (3) general economic
conditions,  (4) changes in interest rates, (5)  competition,  including but not
limited to pricing pressures, (6) changes in governmental regulations including,
but not limited to the federal Fair Debt Collection Practices Act and comparable
state statutes,  (7) legal  proceedings,  (8) environmental  investigations  and
clean up efforts,  (9) expected  synergies,  economies of scale and cost savings
from acquisitions by the Company not being fully realized or realized within the
expected  time  frames,  (10)  costs  of  operational  difficulties  related  to
integrating the operations of acquired  companies with the Company's  operations
being greater than expected, (11) the Company's ability to generate cash flow or
obtain  financing to fund its operations,  service its indebtedness and continue
its growth and expand  successfully  into new  markets  and  services,  and (12)
factors discussed from time to time in the Company's public filings.

These forward-looking statements speak only as of the date they were made. These
cautionary  statements  should be considered  in connection  with any written or
oral  forward-looking  statements that the Company may issue in the future.  The
Company does not undertake any  obligation to release  publicly any revisions to
such  forward-looking  statements to reflect later events or circumstances or to
reflect the occurrence of unanticipated events.


<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to the risk of  fluctuating  interest rates in the normal
course of business.  From time to time and as required by the  Company's  credit
agreement,  the Company will employ derivative financial  instruments as part of
its risk  management  program.  The  Company's  objective is to manage risks and
exposures and not to trade such instruments for profit or loss.

Since  December 31, 1999 (the most recent  completed  fiscal year),  the Company
continued  to have no  outstanding  interest  rate  agreements.  Pursuant to the
Company's  credit  agreement,  the Company is obligated to secure  interest rate
protection in the nominal amount of $150.0 million by July 2000.


<PAGE>
PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, the Company and certain of its  subsidiaries  are involved in
various  investigations,  claims and legal proceedings  covering a wide range of
matters  that  arise in the normal  course of  business  and are  routine to the
nature of the  Company's  business.  Other  information  with  respect  to legal
proceedings  appears in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 1999.


Item 2. Changes in Securities

        None


Item 3. Defaults Upon Senior Securities

        None


Item 4. Submission of Matters to a Vote of Security Holders

        None

Item 5. Other Information

        None


Item 6. Exhibits and Reports on Form 8-K

        (a). Exhibits

             Exhibit 27 Financial Date Schedule (Unaudited)

        (b). Reports on Form 8-K

             There were no reports on Form 8-K filed for the three-month  period
             ended March 31, 2000.


<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.



                                          OUTSOURCING SOLUTIONS INC.
                                          (Registrant)



                                          /s/ Timothy G. Beffa
                                          --------------------------------------
                                          Timothy G. Beffa
                                          President and Chief Executive Officer



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


Date:   May 12, 2000