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, 2001
                                --------------------------------

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
  incorporation or organization)                     Identification Number)

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, 2001
-----------------------                                      --------------
Voting common stock                                           6,088,479.30
Non-voting common stock                                         480,321.30
                                                              ------------
                                                              6,568,800.60
                                                              ============


<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, 2001 (unaudited) and December 31, 2000 (unaudited).......3


            Condensed Consolidated Statements of Operations for the three
            months ended March 31, 2001 (unaudited) and 2000 (unaudited).......4


            Condensed Consolidated Statements of Cash Flows for the three
            months ended March 31, 2001 (unaudited) and 2000 (unaudited).......5


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


   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations..........................................9


   Item 3.  Quantitative and Qualitative Disclosures About Market Risk........11


Part II. Other Information....................................................12

<PAGE>
PAGE 3

OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES

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


                                                       March 31,    December 31,
                                                          2001         2000
                                                       ---------    ------------
ASSETS

Cash and cash equivalents                                $ 7,243     $ 10,273

Cash and cash equivalents held for clients                25,871       21,970

Accounts receivable - trade, less allowance
  for doubtful receivables of $411 and $447               70,902       62,876

Purchased loans and accounts receivable portfolios        21,929       24,690

Property and equipment, net                               45,414       46,601

Intangible assets, net                                   426,630      417,084

Deferred financing costs, less accumulated
  amortization of $5,647 and $4,538                       21,986       22,934

Other assets                                              33,958       30,426
                                                        --------      -------

             TOTAL                                      $653,933     $636,854
                                                        ========     ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable - trade                                 $14,649      $14,446

Collections due to clients                                25,871       21,970

Accrued salaries, wages and benefits                      14,765       15,195

Debt                                                     551,796      539,463

Other liabilities                                         80,272       71,080

Commitments and contingencies (Note 2)

Mandatorily redeemable preferred stock; redemption
  amount of $127,258 and $123,115                        108,237      103,455

Stockholders' deficit:
  Voting common stock; $.01 par value;
    authorized 15,000,000 shares, 9,166,728.37
    shares issued                                             92           92
  Non-voting common stock; $.01 par value;
    authorized 2,000,000 shares, 480,321.30
    issued and outstanding                                     5            5
  Paid-in capital                                        200,537      200,537
  Accumulated deficit                                   (199,023)    (192,715)
  Accumulated other comprehensive income                  (6,538)           -
                                                        --------     --------
                                                          (4,927)       7,919
  Notes receivable from management for shares sold        (1,873)      (1,817)
  Common stock in treasury, at cost;
    3,078,249.07 shares                                 (134,857)    (134,857)
                                                        --------     --------
        Total stockholders' deficit                     (141,657)    (128,755)
                                                        --------     --------
             TOTAL                                      $653,933     $636,854
                                                        ========     ========


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



<PAGE>
PAGE 4

OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands)
--------------------------------------------------------------------------------

                                                           Three Months Ended
                                                                March 31,
                                                          -------------------
                                                            2001       2000


REVENUES                                                 $151,586    $133,250

EXPENSES:
     Salaries and benefits                                 74,324      66,006
     Service fees and other operating
       and administrative expenses                         47,619      41,597
     Amortization of purchased loans
       and accounts receivable portfolios                   6,979       6,676
     Amortization of goodwill and
       other intangibles                                    4,052       3,970
     Depreciation expense                                   3,702       4,013
                                                         --------     -------
         Total expenses                                   136,676     122,262
                                                         --------     -------

OPERATING INCOME                                           14,910      10,988

INTEREST EXPENSE - Net                                     16,261      14,243
                                                         --------     -------
LOSS BEFORE INCOME TAXES                                   (1,351)     (3,255)

PROVISION FOR INCOME TAXES                                    175         125
                                                         --------     -------
NET LOSS                                                   (1,526)     (3,380)

PREFERRED STOCK DIVIDEND REQUIREMENTS
  AND ACCRETION OF SENIOR PREFERRED STOCK                   4,782       4,243
                                                         --------     -------

NET LOSS TO COMMON STOCKHOLDERS                          $ (6,308)    $(7,623)
                                                         ========     =======





























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

<PAGE>
PAGE 5


OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
--------------------------------------------------------------------------------

                                                             Three Months Ended
                                                                  March 31,
                                                             -------------------
                                                              2001         2000
OPERATING ACTIVITIES AND PORTFOLIO PURCHASING:
 Net loss                                                   $(1,526)    $(3,380)
 Adjustments to reconcile net loss to net cash from
   operating activities and portfolio purchasing:
     Depreciation and amortization                            8,863       8,757
     Amortization of purchased loans and accounts
       receivable portfolios                                  6,979       6,676
     Change in assets and liabilities:
       Purchases of loans and accounts receivable
         portfolios                                          (4,218)     (1,649)
       Accounts receivable and other assets                  (9,168)     (3,160)
       Accounts payable, accrued expenses and
         other liabilities                                    2,350        (143)
                                                            -------     -------
       Net cash from operating activities and
         portfolio purchasing                                 3,280       7,101
                                                            -------     -------

INVESTING ACTIVITIES:
 Acquisition of property and equipment                       (2,181)     (4,508)
 Payment for acquisition, net of cash acquired              (16,300)          -
 Purchases of loans and accounts receivable
   portfolios for resale to FINCO                           (16,622)    (16,524)
 Sales of loans and accounts receivable
   portfolios to FINCO                                       16,622      16,524
                                                            -------     -------
       Net cash from investing activities                   (18,481)     (4,508)
                                                            -------     -------

FINANCING ACTIVITIES:
 Borrowings under revolving credit agreement                 88,300      76,700
 Repayments under revolving credit agreement                (73,400)    (67,700)
 Repayments of debt                                          (2,567)       (818)
 Deferred financing fees                                       (162)          -
                                                            -------     -------
       Net cash from financing activities                    12,171       8,182
                                                            -------     -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (3,030)     10,775

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               10,273       6,059
                                                            -------     -------

CASH AND CASH EQUIVALENTS, END OF PERIOD                    $ 7,243     $16,834
                                                            =======     =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during period for interest                      $11,942     $10,755
                                                            =======     =======
  Net cash paid (received) during period for taxes          $   112     $    (2)
                                                            =======     =======

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
  Accrued dividends on mandatorily redeemable
    preferred stock                                         $ 4,143     $ 3,625
                                                            =======     =======

  Accretion of mandatorily redeemable preferred stock       $   639     $   618
                                                            =======     =======


     The accompanying notes are an integral part of the unaudited condensed
                       consolidated financial statements.
<PAGE>
PAGE 6


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  accounting  principles  generally  accepted in the
United States 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 accounting  principles  generally
accepted in the United States for complete financial statements.  In the opinion
of management, all adjustments (consisting of normal recurring items) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended March 31, 2001 are not necessarily  indicative of the results
that may be expected  for the year ended  December  31,  2001.  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, 2000.


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 acquisition
of The Union  Corporation,  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, 2001.


NOTE 3.  PURCHASED LOANS AND ACCOUNTS RECEIVABLE PORTFOLIOS FINANCING

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

The following  summarizes the transactions between the Company and FINCO for the
periods ended March 31:


                                                               2001        2000
                                                               ----        ----
Sales of purchased loans and accounts receivable
    portfolios by the Company to FINCO                       $16,622     $16,524

Servicing fees paid by FINCO to the Company                  $10,999      $4,305


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,  which are included in
other assets in the  accompanying  condensed  consolidated  balance  sheet,  was
$7,997 at March 31, 2001 and was $5,612 at December 31, 2000.

At March 31, 2001 and December 31, 2000,  FINCO had  unamortized  Receivables of
$78,553 and  $76,908,  respectively.  At March 31, 2001 and  December  31, 2000,
FINCO had outstanding borrowings of $69,880 and $67,636, respectively, under its
revolving warehouse financing arrangement.

FINCO's  summarized results from operations for the quarter ended March 31, 2001
are  revenues of $26,970,  income  from  operations  of $1,622 and net income of
$460.

<PAGE>
PAGE 7


NOTE 4:  ACQUISITION

On March 12, 2001, the Company through a newly formed limited liability company,
Coast to Coast  Consulting,  LLC,  acquired  certain assets and assumed  certain
liabilities  of  Coast to Coast  Consulting,  Inc.  ("CCC"),  a service  company
providing  highly  skilled  experts to health care  clients to assist with their
on-site,  back office functions such as billing,  collections,  special projects
and other areas.  Total cash  consideration  for CCC was  approximately  $16,300
including  transaction  costs of $150. The purchase price was financed under the
Company's revolving credit facility. The acquisition was accounted for under the
purchase  method  and the  excess of cost over the fair  value of the net assets
acquired is amortized on a  straight-line  basis over 30 years.  The acquisition
contains a certain  contingent  payment  obligation based on the attainment of a
certain  financial  performance  target  over the next three  years.  The future
contingent  payment  obligation,  if any,  is expected  to be  accounted  for as
additional goodwill as the payment is made.


NOTE 5:  DERIVATIVES AND HEDGING ACTIVITIES

On January 1, 2001, the Company  implemented  Statement of Financial  Accounting
Standards  (SFAS) No. 133,  Accounting  for Derivative  Instruments  and Hedging
Activities,  as  amended by SFAS No.  137 and SFAS No.  138  (collectively,  the
Statement).  This  Statement  requires all  derivatives  to be recognized in the
balance  sheet at fair value,  with changes in that fair value to be recorded in
current earnings or deferred in other comprehensive income, depending on whether
the  derivative  instrument  qualifies  as a hedge and, if so, the nature of the
hedging  activity.  The  Company's  transition  adjustment  upon adoption of the
Statement  required the recording of a liability of $3,691 with an offset of the
same amount to accumulated other comprehensive income. 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  and loss.  The  Company's  interest  rate  hedges  are
primarily  classified  as  cash  flow  hedges.  For  a  cash  flow  hedge  of an
anticipated transaction,  the ineffective portion of the change in fair value of
the  derivative  is  recorded in earnings  as  incurred,  whereas the  effective
portion is deferred in  accumulated  other  comprehensive  income on the balance
sheet until the  transaction  is realized,  at which time any  deferred  hedging
gains or losses are  recorded in  earnings.  During the quarter  ended March 31,
2001, the Company recorded,  as part of interest expense,  a loss of $518 due to
the hedges' ineffectiveness.


NOTE 6:  COMPREHENSIVE INCOME

The components of total comprehensive  income for the periods ended March 31 are
as follows:
                                                               2001       2000
                                                               ----       ----

Net loss                                                     $(1,526)   $(3,380)
Other comprehensive income item:
  Net loss on cash flow hedging instruments                   (6,538)         -
                                                             -------    -------
Total comprehensive income (loss)                            $(8,064)   $(3,380)
                                                             =======    =======


NOTE 7:  SUBSEQUENT EVENT

In April 2001,  the Company  completed a sale of $24.0  million of senior common
stock to a private  equity firm and to certain  members of its existing  private
investor  group, including  Madison  Dearborn  Capital  Partners III,  L.P., the
Company's  majority  stockholder.  The net  proceeds  from the sale were used to
repay debt under the Company's bank credit facility.


<PAGE>
PAGE 8


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

Results of Operations
---------------------

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
-------------------------------------------------------------------------------

Revenues for the three months ended March 31, 2001 were $151.6 million  compared
to $133.3  million in the same  period  last year - an  increase  of 13.7%.  The
revenue increase of $18.3 million was due to increased outsourcing and portfolio
services  revenues  offset  partially  by lower  collection  services  revenues.
Revenues  from  outsourcing  services  increased  90.5% to $38.1 million for the
three months ended March 31, 2001 from $20.0 million for the  comparable  period
in 2000.  The  increased  revenues of $18.1 million was due to new and increased
existing  business of $13.4 million,  and $4.7 million from the  acquisitions of
RWC and  CCC.  Revenues  from  portfolio  services  of  $21.8  million  compared
favorably to $19.6 million in 2000 due primarily to increased  collections  from
the cumulative  increase in purchased loans and accounts  receivable  portfolios
during 1999 and 2000. The collection  services revenues  decreased 2.1% to $91.7
million for the three  months  ended March 31, 2001 from $93.7  million in 2000.
The   decreased   revenues   were  due   primarily   to  lower   bank  card  and
telecommunications   business  offset   partially  by  increased  letter  series
business.

Operating expenses,  inclusive of salaries and benefits,  service fees and other
operating and administrative  expenses, were $122.0 million for the three months
ended March 31, 2001 and $107.6 million for the  comparable  period in 2000 - an
increase of 13.4%. The increase in these operating  expenses resulted  primarily
from the RWC and CCC acquisitions and the increased  collection-related expenses
due to the  increased  revenues of  outsourcing  services.  For the three months
ended March 31, 2001,  amortization  and  depreciation  charges of $14.7 million
were equal to the $14.7 million for the comparable period in 2000.

Earnings before interest expense, taxes,  depreciation and amortization (EBITDA)
for the three  months ended March 31, 2001 was $29.6  million  compared to $25.7
million for the same period in 2000. The increase was primarily  attributable to
the two acquisitions and the higher outsourcing and portfolio services revenues.

As a result of the above,  the Company's  operating  income of $14.9 million for
the three months ended March 31, 2001  compared  favorably to $11.0  million for
the same period in 2000.

Net interest expense for the three months ended March 31, 2001 was $16.3 million
compared to $14.2 million for the  comparable  period in 2000.  The increase was
due primarily to higher debt balances and interest rates and higher amortization
of deferred financing fees.

The  provision  for income taxes of $0.2 million was provided for certain  state
and foreign income tax obligations.  The Company  generated a net operating loss
for federal and certain  state income tax  purposes  for which a full  valuation
allowance was provided.

Due to the factors  stated above,  the net loss for the three months ended March
31, 2001 of $1.5 million compared  favorably to the net loss of $3.4 million for
the three months ended March 31, 2000.

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

At March 31, 2001,  the Company had cash and cash  equivalents  of $7.2 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, 2001, the Company had $46.9 million  outstanding  under the revolving credit
facility leaving $21.3 million,  after outstanding letters of credit,  available
under the revolving credit facility.

Since  December  31,  2000,  cash and cash  equivalents  decreased  $3.0 million
primarily due to cash utilized for the acquisition of CCC of $16.3 million, debt
repayments of $2.6 million and capital  expenditures  of $2.2 million  offset by
cash from  operating  activities  and  portfolio  purchasing of $3.3 million and
increased  borrowings under the revolving credit facility of $14.9 million.  The
Company also held $25.9 million of cash for clients in restricted trust accounts
at March 31, 2001.

In the quarter ended March 31, 2000, 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.

For the first three months in 2001,  the Company made  capital  expenditures  of
$2.2 million primarily for the replacement and upgrading of equipment, expansion
of facilities and expansion of the Company's  information  services systems. The
Company anticipates capital spending of approximately $13.8 million during 2001,
which  the  Company  intends  to fund from  cash  flow  from  operations  and if
necessary, borrowings under the revolving credit facility.

In April 2001,  the Company  completed a sale of $24.0  million of senior common
stock to a private  equity firm and to certain  members of its existing  private
investor  group, including  Madison  Dearborn  Capital  Partners III,  L.P., the
Company's  majority  stockholder.  The net  proceeds  from the sale were used to
repay debt under the Company's bank credit facility.


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

The  following  statements  in  this  entire  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  and the funding  thereof,  (3) statements  regarding the Company's
ability  to fund its  future  operating  expenses  and  meet  its  debt  service
requirements as they become due, (4) any statements  preceded by, followed by or
that include the word "believes," "expects," "anticipates," "intends," "should,"
"may,"  or  similar   expressions;   and  (5)  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)  unanticipated  realignment  costs,  (12) 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 (13) 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.

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.

At December 31, 2000 (the most recent  completed  fiscal year),  the Company had
interest rate swap and collared swap agreements outstanding.  Since December 31,
2000, there have been no material changes in these agreements.


<PAGE>
PAGE 12

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, 2000.


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 2    Asset  Purchase  Agreement  dated March  12,  2001  by
                          and among  Outsourcing Solutions  Inc., Coast to Coast
                          Consulting,  LLC,  PAE Leasing,  LLC,  Coast  to Coast
                          Consulting,  Incorporated,  Pioneer Auto  Enterprises,
                          Inc., C2C Management, LTD., and Robert Frasier.
             Exhibit 4    Fourth  Supplemental Indenture  dated as  of March 12,
                          2001  by  and   among  the  Company,   the  Additional
                          Guarantors and Wilmington Trust Company, as trustee.
             Exhibit 10.1 First  Amendment  to  Credit  Agreement  dated  as  of
                          January 10, 2001 among the Company, the Lenders listed
                          therein, DLJ Capital Funding, Inc., as the Syndication
                          Agent, and Fleet National Bank, as  the Administrative
                          Agent.
             Exhibit 10.2 Second  Amendment  to  Credit Agreement  dated  as  of
                          March 30, 2001 among  the Company, the  Lenders listed
                          therein, DLJ Capital Funding, Inc., as the Syndication
                          Agent, and Fleet National Bank, as the Administrative
                          Agent.

        (b). Reports on Form 8-K

             There were no reports on Form 8-K filed for the  three-month period
             ended March 31, 2001.


<PAGE>
PAGE 13


                                   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 14, 2001