<PAGE>   1

                       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 JUNE 30, 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 number:  0-20828


                         DANKA BUSINESS SYSTEMS PLC
--------------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 ENGLAND                                        98-0052869
--------------------------------------------------------------------------------
     (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER 
     INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)


 11201 DANKA CIRCLE NORTH
 ST. PETERSBURG, FLORIDA                                           33716
--------------------------------------------------------------------------------
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  813-576-6003

                               NOT APPLICABLE
--------------------------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, 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 [x] No [ ]

The registrant had 226,881,797 Ordinary shares outstanding as of June 30, 1997.
<PAGE>   2


                                     INDEX



<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
    <S>                                                                                  <C>
    PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

              Consolidated Statements of Earnings for the three months ended
              June 30, 1997 and 1996 (Unaudited)                                            3

              Condensed Consolidated Balance Sheets as of June 30, 1997
              (Unaudited) and March 31, 1997 (Audited)                                      4

              Consolidated Statements of Cash Flows for the three months
              ended June 30, 1997 and 1996 (Unaudited)                                      5

              Consolidated Statement of Shareholders' Equity for the three months
              ended June 30, 1997 (Unaudited)                                               6

              Notes to Consolidated Financial Statements (Unaudited)                        7


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




    PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings                                                        14
         Item 2 - Changes in Securities                                                    14
         Item 3 - Defaults upon Senior Securities                                          14
         Item 4 - Submission of Matters to a Vote of Security Holders                      14
         Item 5 - Other Information                                                        14
         Item 6 - Exhibits and Reports on Form 8-K                                         15
                                                                                          
    Signature                                                                              17
                                                                                                                    
</TABLE>





                                       2
<PAGE>   3



PART I - FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF EARNINGS

(IN THOUSANDS, EXCEPT PER AMERICAN DEPOSITARY SHARE ("ADS") AMOUNTS)


<TABLE>
<CAPTION>
                                                                         FOR THE THREE MONTHS ENDED
                                                               -------------------------------------------
                                                                      JUNE 30,                JUNE 30,
                                                                        1997                    1996
                                                               -------------------     -------------------
                                                                     (UNAUDITED)            (UNAUDITED)
<S>                                                            <C>                      <C>        
REVENUE:

Retail equipment sales                                         $           247,240      $          149,917
Retail service, supplies and rentals                                       532,175                 194,952
Wholesale                                                                   63,423                  57,086
                                                               -------------------      ------------------
Total revenue                                                              842,838                 401,955
                                                               -------------------      ------------------
COSTS AND OPERATING EXPENSES:

Cost of retail equipment sales                                             159,687                  92,764
Retail service, supplies and rental costs                                  314,006                 103,222
Wholesale costs of revenue                                                  51,233                  46,890
Selling, general and administrative expenses                               254,623                 126,496
Amortization of intangible assets                                            4,664                   4,419
Research & development costs                                                12,500                     --
                                                               -------------------      ------------------
Total costs and operating expenses                                         796,713                 373,791
                                                               -------------------      ------------------
EARNINGS FROM OPERATIONS                                                    46,125                  28,164

Interest expense and other, net                                             16,759                   5,033
                                                               -------------------      ------------------
EARNINGS BEFORE INCOME TAXES                                                29,366                  23,131

Provision for income taxes                                                  10,900                   8,800
                                                               -------------------      ------------------
NET EARNINGS                                                   $            18,466      $           14,331
                                                               ===================      ==================
NET EARNINGS PER ADS                                           $              0.32      $             0.25
                                                               ===================      ==================
WEIGHTED AVERAGE ADSS                                                       58,453                  57,787


</TABLE>

        SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                      3
<PAGE>   4


DANKA BUSINESS SYSTEMS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              JUNE 30,            MARCH 31,
                                                                                1997                 1997
                                                                        ------------------    ----------------                  
                                                                             (UNAUDITED)          (AUDITED)
<S>                                                                      <C>                 <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                                $         53,489    $          73,875
Accounts receivable, net                                                          736,146              847,258
Inventories                                                                       518,473              488,931
Prepaid expenses and other current assets                                          42,686               39,534
                                                                         ----------------    -----------------
TOTAL CURRENT ASSETS                                                            1,350,794            1,449,598

Equipment on operating leases, net                                                311,152              311,069
Property and equipment, net                                                        84,154               87,768
Intangible assets, net                                                            456,767              467,362
Other assets                                                                      123,081              143,562
                                                                         ----------------    -----------------
TOTAL ASSETS                                                             $      2,325,948    $       2,459,359
                                                                         ================    =================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt and notes payable                   $         90,505    $          41,385
Accounts payable                                                                  323,699              446,612
Accrued expenses and other current liabilities                                    265,515              323,596
Deferred revenue                                                                   67,018               69,149
                                                                         ----------------    -----------------
TOTAL CURRENT LIABILITIES                                                         746,737              880,742

Convertible subordinated notes                                                    200,000              200,000
Other long-term debt                                                              844,041              859,823
Deferred income taxes and other long-term liabilities                              55,748               53,063
                                                                         ----------------    -----------------
TOTAL LIABILITIES                                                               1,846,526            1,993,628
                                                                         ----------------    -----------------

SHAREHOLDERS' EQUITY:
Ordinary shares, 1.25 pence stated value; 500,000,000
  authorized; 226,881,797 and 226,827,049 issued and outstanding                    4,735                4,734
Additional paid-in capital                                                        301,864              301,623
Retained earnings                                                                 204,772              186,306
Currency translation adjustment                                                   (31,949)             (26,932)
                                                                         ----------------    -----------------
TOTAL SHAREHOLDERS' EQUITY                                                        479,422              465,731
                                                                         ----------------    -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $      2,325,948    $       2,459,359
                                                                         ================    =================


</TABLE>

        SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                      4
<PAGE>   5


DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                 FOR THE THREE MONTHS ENDED
                                                                          ----------------------------------------
                                                                                JUNE 30,               JUNE 30,
                                                                                  1997                   1996
                                                                          ----------------        ---------------- 
                                                                             (UNAUDITED)             (UNAUDITED)
<S>                                                                      <C>                     <C>        
OPERATING ACTIVITIES
Net earnings                                                             $          18,466       $         14,331
Adjustments to reconcile net earnings to net cash
   provided by operating activities:
   Depreciation and amortization                                                    39,191                 18,055
   Gain on sale of property and equipment                                             (326)                  (208)
   Proceeds from sale of rental equipment                                            4,515                  2,406
   Changes in assets and liabilities, net of effects
      from the purchase of subsidiaries:
      Accounts receivable                                                           (6,463)               (15,867)
      Inventories                                                                  (32,241)               (20,550)
      Prepaid expenses and other current assets                                     (3,589)                  (503)
      Other noncurrent assets                                                        4,414                 (1,259)
      Accounts payable                                                             (54,290)                15,955
      Accrued expenses                                                               5,709                (32,112)
      Deferred revenue                                                              (1,769)                (2,683)
      Deferred income taxes and other long-term liabilities                          3,018                  4,943
                                                                         -----------------       ----------------
NET CASH USED IN OPERATING ACTIVITIES                                              (23,365)               (17,492)
                                                                         -----------------       ----------------
INVESTING ACTIVITIES
Capital expenditures                                                               (43,618)               (18,822)
Proceeds from sale of property and equipment                                         4,090                    578
Payment for purchase of subsidiaries, net of cash acquired                          (1,069)                (8,559)
Payment for purchase of noncompete agreements                                          (41)                  (381)
                                                                         -----------------       ----------------

NET CASH USED IN INVESTING ACTIVITIES                                              (40,638)               (27,184)
                                                                         -----------------       ----------------
FINANCING ACTIVITIES
Net borrowings under line of credit agreements                                      48,783                 67,503
Principal payments on debt                                                          (1,168)               (18,319)
Proceeds from stock options exercised                                                  242                    141
                                                                         -----------------       ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                           47,857                 49,325
                                                                         -----------------       ----------------
EFFECT OF EXCHANGE RATES                                                            (4,240)                 1,898
                                                                         -----------------       ----------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               (20,386)                 6,547
Cash and cash equivalents, beginning of period                                      73,875                 38,217
                                                                         -----------------       ----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $          53,489       $         44,764
                                                                         =================       ================
                                                                                                                 

</TABLE>
        SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                      5
<PAGE>   6


DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>




                                                             ADDITIONAL                      CURRENCY
                                              ORDINARY        PAID-IN        RETAINED       TRANSLATION
                                               SHARES         CAPITAL        EARNINGS       ADJUSTMENT         TOTAL
                                           ------------    ------------    ------------    --------------     ---------
                                             (Unaudited)    (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
<S>                                       <C>             <C>             <C>             <C>              <C>
BALANCES AT MARCH 31, 1997                $      4,734    $    301,623    $    186,306    $     (26,932)   $      465,731

Net earnings                                                                    18,466                             18,466

Shares issued under employee option plan             1             241                                                242

Currency translation adjustment                                                                  (5,017)           (5,017)
                                          ------------    ------------    --------------  -------------    --------------
BALANCES AT JUNE 30, 1997                 $      4,735    $    301,864    $    204,772    $     (31,949)   $      479,422
                                          ============    ============    ============    =============    ==============



</TABLE>

             SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS




                                      6
<PAGE>   7

    DANKA BUSINESS SYSTEMS PLC
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)



    NOTE 1.  BASIS OF PRESENTATION

         The accompanying condensed consolidated balance sheet as of June 30,
    1997, consolidated statements of earnings for the three months ended June
    30, 1997 and 1996, the consolidated statement of shareholders' equity for
    the three months ended June 30, 1997, and the consolidated statements of
    cash flows for the three months ended June 30, 1997 and 1996 are unaudited.
    In the opinion of management, all adjustments, consisting of normal
    recurring accruals, necessary for a fair presentation of the results of
    operations for the interim periods presented have been reflected herein.
    The results of operations for the interim periods are not necessarily
    indicative of the results which may be expected for the entire fiscal year.
    The consolidated financial statements should be read in conjunction with
    the consolidated financial statements and the notes thereto included in
    Danka Business Systems PLC's Annual Report for the year ended March 31,
    1997.


    NOTE 2.  RECLASSIFICATIONS

         Certain items in the condensed consolidated balance sheet as of June
    30, 1997 presented herein have been reclassified.


    NOTE 3.  RESTRUCTURING CHARGE

         During the third quarter of fiscal 1997, the Company recorded a $35.0
    million pre-tax restructuring charge, related to the integration of the
    Office Imaging division acquired from Eastman Kodak and the related
    transition to the Company's Market Based Approach in North America.  As of
    June 30, 1997, approximately $20.3 million remained in accrued liabilities,
    comprised of $2.2 million for severance and other employee termination
    benefits, $16.5 million for the closing of duplicate facilities, and $1.6
    million for the write-off of leasehold improvements.


    NOTE 4:  PENDING ACCOUNTING CHANGES

         In February 1997, the Financial Accounting Standards Board issued
    Statement No. 128, Earnings per Share, which is required to be adopted on
    December 31, 1997.  At that time, the Company will be required to change
    the method currently used to compute earnings per share and to restate all
    prior periods.  Under the new requirements for calculating primary earnings
    per share, the dilutive effect of stock options will be excluded.  The
    impact is expected to result in an increase in primary earnings per share.
    The Company has not yet determined what the impact of Statement No. 128 will
    be on the calculation of fully diluted earnings per share.




                                      7
<PAGE>   8


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


           Danka Business Systems PLC and its Subsidiaries (the "Company") is
     one of the world's largest independent suppliers of photocopiers,
     facsimiles and other related automated office equipment.  The Company
     primarily markets these products and related services, parts and supplies
     on a direct basis to retail customers.  The Company also markets
     photocopiers, facsimiles, and related parts and supplies on a wholesale
     basis to independent dealers.  The Company principally distributes the
     products of Canon, Kodak, Konica, Minolta, Ricoh, Sharp and Toshiba.  In
     addition, the Company markets private label photocopiers and facsimiles
     and related supplies on a direct basis under the Company's Infotec
     trademark, and facsimile equipment under its dex and Omnifax trademarks.
     The Company became the exclusive distributor of Kodak branded photocopiers
     and printers in December 1996, after completing the acquisition of the
     sales, marketing, and equipment service operations of Kodak's Office
     Imaging division and facilities management business.  The acquired
     businesses are now known as Danka Office Imaging and Danka Imaging
     Services.

         The Company's goal is to increase the net margins of the Office
     Imaging and Imaging Services businesses through certain cost efficiencies
     and synergies it expects to achieve by integrating the businesses with the
     Company's core operations.  The Company expects to have the integration of
     the Office Imaging and Imaging Services businesses completed on a
     worldwide basis by the end of 1998.  The entire process will require
     significant investments and resources.  Since the acquisition, key
     managers from the Company and Office Imaging's North American and European
     operations, have been working together to identify and monitor the costs,
     benefits and timing issues related to the integration of the Company and
     the Office Imaging and Imaging Services businesses.  To successfully
     complete the unification of the businesses and create a single
     organization, the Company is focusing on three primary areas of
     importance.  The first objective involves the overall integration of the
     businesses, including a consolidated organizational structure and the
     realignment of geographic reporting responsibilities.  The second
     undertaking is to redesign the general workflow processes.  The Company
     will integrate the billings, dispatching, distribution and other similar
     functions, to create a "single face to the customer."  This process is
     expected to improve operating efficiencies while ultimately serving the
     customer better.  The third area of focus is the development of a global
     information technology ("IT") infrastructure and the standardization of 
     the Company's IT systems.

         The Company has already tested its integration model in Canada and
     will start to implement its integration plans throughout the United States
     and Europe during the second quarter.  The Company expects to generate
     over $100 million in annual costs savings by integrating the Office
     Imaging and Imaging Services businesses with the Company's core
     operations.  The Company expects to generate these cost savings through
     increasing sales and service productivity, streamlining operations and
     capitalizing on the combined purchasing power.

         The Company has completed numerous acquisitions throughout its
     history.  The acquisition of the Office Imaging and Imaging Services
     businesses, which is expected to add over $1.5 billion in annual revenue,
     was the Company's largest to date.  The acquisition was completed on
     December 31, 1996 and added over 300 new locations, approximately 10,000
     employees and operations in more than 15 new countries.  The Company's
     acquisition activity will be limited over the next twelve to eighteen
     months as the Company concentrates on the integration of the Office Imaging
     and Imaging Services businesses.  




                                      8

<PAGE>   9

              The following table sets forth for the periods indicated the
     percentage of total revenue represented by certain items in the Company's
     Consolidated Statements of Earnings:


<TABLE>
<CAPTION>
                                                                         THREE  MONTHS ENDED JUNE 30,
                                                                         ----------------------------
                                                                            1997                1996
                                                                            ----                ----
             <S>                                                            <C>               <C>
             Revenue:
               Retail equipment sales  . . . . . . . . . . . . . .          29.3 %              37.3 %
               Retail service, supplies and rentals. . . . . . . .          63.2                48.5
               Wholesale . . . . . . . . . . . . . . . . . . . . .           7.5                14.2
                                                                             ---                ----
                           Total revenue . . . . . . . . . . . .           100.0               100.0
             Cost of revenue . . . . . . . . . . . . . . . . . . .          62.3                60.4
                                                                            ----                ----
             Gross profit  . . . . . . . . . . . . . . . . . . .            37.7                39.6
             Selling, general and administrative expenses  . . . .          30.2                31.5
             Amortization of intangible assets . . . . . . . . . .           0.5                 1.1
             Research and development costs  . . . . . . . . . .             1.5                  --
                                                                             ---                ----
                    Earnings from operations . . . . . . . . . .             5.5                 7.0
             Interest expense and other, net . . . . . . . . . . .           2.0                 1.2
                                                                             ---                 ---
                    Earnings before income taxes . . . . . . . .             3.5                 5.8
             Provision for income taxes  . . . . . . . . . . . . .           1.3                 2.2
                                                                             ---                 ---
                        Net earnings . . . . . . . . . . . . . . .           2.2 %               3.6 %
                                                                             ===                 ===    

</TABLE>
              The following table sets forth for the periods indicated the
     gross profit margin percentage for each of the Company's revenue
     classifications:


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED JUNE 30,
                                                                          ---------------------------
                                                                            1997                1996
                                                                            ----                -----
              <S>                                                           <C>                 <C>
              Retail equipment sales  . . . . . . . . . . . . . .           35.4 %              38.1 %
              Retail service, supplies and rentals  . . . . . . .           41.0                47.0
              Wholesale . . . . . . . . . . . . . . . . . . . . .           19.2                17.9

</TABLE>


     QUARTER ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JUNE 30, 1996:


     Revenue

              Revenue increased 110% to a record $842.8 million for the three
     months ended June 30, 1997 ("first quarter of fiscal 1998") compared to
     $402.0 million for the three months ended June 30, 1996 ("first quarter of
     fiscal 1997").  The increase resulted from core growth as well as
     significant contributions from acquisitions, principally the Office
     Imaging and Imaging Services businesses.  In addition, the Company's
     revenue mix has significantly changed due to the acquisition of the Office
     Imaging and Imaging Services businesses.  The acquired businesses generate
     a higher percentage of revenue from service, supplies and rentals compared
     to the Company's core operations.  As a percentage of total revenue,
     retail equipment and wholesale sales declined, as retail service, supplies
     and rentals increased.  The Company's current revenue mix is expected to
     continue in the future.

              An increasing amount of the Company's revenue is generated in
     countries outside of the United States.  Due to the strength of the U.S.
     dollar against certain foreign currencies, the Company's revenue
     comparisons were negatively impacted by approximately $15.0 million during
     the first quarter of fiscal 1998.





                                      9

<PAGE>   10

     Gross Profit

              Gross profit increased 99% to $317.9 million for the first
     quarter of fiscal 1998 from $159.1 million in the first quarter of fiscal
     1997.  The gross profit margin as a percentage of total revenue decreased
     to 37.7% for the first quarter of fiscal 1998 from 39.6% for the first
     quarter of fiscal 1997.  The decrease was primarily related to the
     acquisition of the Office Imaging and Imaging Services businesses which
     have lower individual gross profit margins than the Company's core
     operations.  Gross profit as a percentage of retail equipment sales
     decreased to 35.4% for the first quarter of fiscal 1998 from 38.1% for the
     first quarter of fiscal 1997 due to the Office Imaging business as well as
     the higher mix of high-volume equipment sold during the first quarter of
     fiscal 1998.  The Company's high-volume equipment sales generate a lower
     gross profit margin than the Company's other equipment sales.  As a
     percentage of revenue, the gross profit margin on retail service, supplies
     and rentals decreased to 41.0% for the first quarter of fiscal 1998 from
     47.0% for the first quarter of fiscal 1997 due to the acquisition of the
     Office Imaging and Imaging Services businesses which have lower individual
     gross profit margins.  The Company expects to increase the service margins
     of the Office Imaging business through increased productivity.  Imaging
     Services, the Company's outsourcing operations, has significantly lower
     gross profit margins due to the nature of the business, and as it continues
     to grow, this business is expected to impact the Company's overall gross
     profit margin. The Company's wholesale gross profit margin increased to
     19.2% for the first quarter of fiscal 1998 from 17.9% for the first quarter
     of fiscal 1997 primarily due to stronger margins on the Company's private
     label sales.


     Selling, General and Administrative Expenses

              Selling, general and administrative expenses increased 101% to
     $254.6 million for the first quarter of fiscal 1998.  The increase related
     to acquisitions made after June 30, 1996, principally the acquisition of
     the Office Imaging and Imaging Services businesses.  As a percentage of
     revenue, selling, general and administrative expenses decreased to 30.2%
     for the first quarter of fiscal 1998 from 31.5% for the first quarter of
     fiscal 1997.  The decrease is primarily due to the completion of the
     Market Based Approach in the Company's core North American operations.
     The Market Based Approach reduced certain duplicative administrative costs
     through the centralization of various management and administrative
     functions.  The Company had also incurred additional costs during the
     first quarter of fiscal 1997 when it aggressively hired and trained new
     sales representatives and support personnel for its core North American
     operations.  In addition, the Company's selling, general and
     administrative expenses as a percentage of revenue were affected during
     the first quarter of fiscal 1998 by the acquisition of the Imaging
     Services business, which has significantly lower levels of selling,
     general and administrative expenses.


     Amortization of Intangible Assets

              Amortization of intangible assets increased to $4.7 million for
     the first quarter of fiscal 1998 from $4.4 million for the first quarter
     of fiscal 1997.  The increase related to acquisitions made after June 30,
     1996 for which additional intangible assets are being amortized.


     Research and Development Costs

              In connection with the acquisition of the Office Imaging and
     Imaging Services businesses, the Company is providing funding to Kodak for
     ongoing research and development through December 31, 2002.  For the first
     quarter of fiscal 1998, research and development costs totaled $12.5
     million.


     Earnings from Operations

              Earnings from operations increased 64% to $46.1 million for the
     first quarter of fiscal 1998.  The increase primarily related to increased
     revenue.  As a percentage of revenue, earnings from operations decreased
     to 5.5% for the



                                      10
<PAGE>   11

     first quarter of fiscal 1998 from 7.0% for the first quarter of fiscal
     1997. The decrease was due to the $12.5 million of research and development
     costs and to lower gross profit margins, which were partially offset by the
     lower margin on selling, general & administrative expenses.


     Interest Expense and Other, Net

              Interest expense increased to $16.8 million for the first quarter
     of fiscal 1998 compared to $5.0 million for the first quarter of fiscal
     1997.  The increase primarily related to higher levels of borrowings used
     to finance the acquisition of the Office Imaging and Imaging Services
     businesses.


     Income Taxes

              Income taxes increased to $10.9 million for the first quarter of
     fiscal 1998 from $8.8 million for the first quarter of fiscal 1997 due to
     higher levels of earnings.  The combined effective income tax rate
     decreased to 37.1% for the first quarter of fiscal 1998 as compared with
     an effective income tax rate of 38.0% for the first quarter of fiscal
     1997.  The rate has decreased due to higher earnings outside of the U.S.
     for which the effective tax rates are lower.


     Net Earnings

              As a result of the above factors, net earnings increased 29% to
     $18.5 million for the first quarter of fiscal 1998 from $14.3 million for
     the first quarter of fiscal 1997.  As a percentage of revenue, net
     earnings decreased to 2.2% for the first quarter of fiscal 1998 as
     compared to 3.6% for the first quarter of fiscal 1997.  The decrease was
     primarily due to the $12.5 million of research and development costs and
     to lower gross profit margins, which were partially offset by the lower
     margin on selling, general & administrative expenses.  The first quarter
     of fiscal 1998 was also impacted by the higher level of interest expense.


     EXCHANGE RATES

              Fluctuations in the exchange rate between the pound sterling and
     the U.S. dollar affect the dollar equivalent of the pound sterling of the
     Ordinary Shares of the Company on the London Stock Exchange and, as a
     result, are likely to affect the market price of the ADSs.  Additionally,
     the Company declares its dividends in pounds sterling.  Fluctuations in
     exchange rates will affect dividend income measured in U.S. dollars because
     the Depositary is required to convert pounds sterling into U.S. dollars at
     the prevailing exchange rates at the time of making any dividend payments
     or other distributions.  The Company operates in over 30 countries
     worldwide, and therefore, fluctuations in exchange rates between the U.S.
     dollar and the currencies in each of the countries in which the Company
     operates, will affect the results of the Company's international operations
     reported in U.S. dollars and the value of such operations' net assets
     reported in U.S. dollars.  The Company has significantly increased its
     international business over the last few years and most recently, with the
     acquisition of the Office Imaging and Imaging Services businesses, the
     Company added 19 new countries.  The results of operations, financial
     condition and competitive position of the Company's business may be
     affected by the relative strength of its currencies in countries where its
     products are currently sold.  The Company's results of operations and
     financial condition may be adversely affected by fluctuations in foreign
     currencies and by translations of the financial statements of the Company's
     foreign subsidiaries from local currencies into U.S. dollars.

              The Company purchases a significant amount of its automated
     office equipment, related parts and supplies from Japanese manufacturers.
     The purchase price for most of these products is denominated in local
     currencies and therefore, short term fluctuations in the local currencies
     relative to the Japanese yen do not impact the Company's purchase price.
     However, if the yen were to strengthen significantly against the U.S.
     dollar, this would impact the yen amounts received by the Company's
     Japanese manufacturers as they converted the U.S. dollars received from
     the Company and other dealers into yen.  As a result, these Japanese
     manufacturers could raise prices.  The Company has historically been



                                      11
<PAGE>   12

     successful in passing price increases on to its customers.  However, there
     can be no assurances that it can continue to do so in the future.  Also,
     most of the Company's service contracts are for one year periods and
     accordingly, pricing for parts and supplies could not be adjusted until the
     contract was renewed.


     LIQUIDITY AND CAPITAL RESOURCES

              The Company's net cash flow used in operating activities was
     $23.4 million and $17.5 million for the three months ended June 30, 1997
     and 1996, respectively.  The Company experiences increases in certain
     balance sheet accounts which result primarily from acquisitions as well as
     from normal working capital needs.  During the three months ended June 30,
     1997, the Company paid down a significant amount of accounts payable which
     had built up during the prior quarter due to the acquisition of the Office
     Imaging and Imaging Services businesses.  In addition, there was an
     increase in the Company's inventory levels related to the requirements to
     purchase various levels of equipment pursuant to the supply agreements
     ("Supply Agreements") with Kodak.  The Company has not sold all the
     inventory purchased from Kodak, due to the decline in the Office Imaging
     salesforce since the acquisition.  The Company is rebuilding the
     salesforce and currently expects to meet the purchasing requirements
     contained in the Supply Agreements with Kodak.  Cash flow used in
     investing activities was $40.6 million and $27.2 million for the three
     months ended June 30, 1997 and 1996, respectively.  The increase was
     primarily related to higher capital expenditures.  Net cash provided by
     financing activities was $47.9 million and $49.3 million for the three
     months ended June 30, 1997 and 1996, respectively.

              In December 1996 the Company signed a six-year $1.275 billion
     multicurrency credit agreement (the "Credit Agreement") with a consortium
     of international banks.  The proceeds from the Credit Agreement were
     utilized to purchase the Office Imaging and Imaging Services businesses
     from Eastman Kodak, to repay the outstanding balance under the Company's
     previous credit facility, as well as for ongoing working capital and
     general corporate purposes.  The Credit Agreement provides the Company
     with a revolving component in an aggregate amount of up to $725.0 million,
     and a term loan/letter of credit component of $550.0 million.  The Credit
     Agreement is secured and guaranteed by certain of the Company's
     subsidiaries and a covenant that the Company will not pledge its assets
     except as specifically permitted under the terms of the Credit Agreement.
     The Credit Agreement contains negative and affirmative covenants and
     agreements which place restrictions on the Company regarding disposition
     of assets, capital expenditures, additional indebtedness, permitted liens
     and payment of dividends, as well as requiring the maintenance of certain
     financial ratios.  The adjustable interest rate on the Credit Agreement is,
     at the option of the Company, either: (i) the London InterBank Offered Rate
     plus a tiered margin based on leverage for the periods of one, two, three
     or six months or (ii) an alternative base rate, consisting of the higher of
     the lead bank's prime rate or the Federal Funds Rate plus 0.5%. As of June
     30, 1997 the Credit Agreement had an outstanding balance of approximately
     $374.6 million under the revolving component and $522.9 million under the
     term loan, all of which was incurring interest at a weighted average rate
     of 5.7% per annum.  Therefore, subject to availability under the covenants,
     $377.5 million was available for future borrowings.

              In March 1995, the Company issued $200.0 million of 6.75%
     Convertible Subordinated Notes (the "Notes") at par, in a private
     placement offering, due April 2002.  The Notes are convertible into the
     Company's ADSs at a conversion rate of $29.125 per ADS, or into the
     Company's Ordinary Shares at a conversion rate of $7.281 per Ordinary
     share (equivalent to approximately 34.335 ADSs or 137.339 Ordinary Shares
     for each $1,000 principal amount of Notes).  Interest is payable
     semi-annually on April 1 and October 1.  The Notes are not subject to
     sinking fund requirements.

              The Company has a number of other loans and credit facility
     arrangements with banks, financial institutions and certain individuals,
     which had an aggregate balance of $37.1 million at June 30, 1997.  This
     balance is primarily comprised of various cash management lines of credit
     (the "Lines") in each of the countries in which the Company operates.  The
     Lines provide for daily liquidity of local operations in each such
     country.  These loans vary widely in terms and conditions.

              While the Company does not have any other material contractual
     commitments for capital expenditures other than the funding of Kodak's
     research and development efforts, additional investments in facilities and
     computer equipment will continue to be necessary to support the
     anticipated growth of the business, and the transition of Office Imaging
     and Imaging Services off of Kodak's computer system.  The Company's cash
     flow from operations together with 





                                      12

<PAGE>   13

     the borrowing capacity under the Credit Agreement are expected to be
     adequate to finance its operating cash requirements and capital
     expenditures for the short-term.  It is anticipated that future
     acquisitions and growth in the long-term will be funded primarily with cash
     flow from operations, borrowings available under the Credit Agreement,
     other credit sources and, where desirable, funding from the sale of
     additional debt or equity securities.


     SEASONALITY

              The Company experiences some seasonality in its business.  The
     Company's European and Canadian operations have historically experienced
     lower revenues and net earnings for the three month period ended September
     30 due to increased vacation time by Europeans and Canadians during July
     and August.  This has resulted in reduced sales activity and reduced usage
     of photocopiers, facsimiles and other automated office equipment during
     such period.


     SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

              Certain statements contained throughout this Form 10-Q such as
     statements concerning the anticipated effect of the acquisition of the
     Office Imaging and Imaging Services businesses (the "Acquisition") on the
     Company's expenses, productivity, and earnings, the expected synergies and
     efficiencies resulting from the integration of the Acquisition, future
     intentions for reducing costs and prospects for improving margins and
     maximizing profitability from the Acquisition, and from the anticipated
     growth of digital and color equipment and other statements contained herein
     regarding matters that are not historical facts are "forward looking
     statements" (as such term is defined in the Private Securities Litigation
     Reform Act of 1995) and because such statements involve risks and
     uncertainties, actual results may differ materially from those expressed or
     implied by such forward looking statements.  Factors that might cause such
     differences include, among others, the following: (i) the Company's ability
     to manage and operate the Office Imaging and Imaging Services businesses,
     (ii) the demands that the Acquisition and integration of the Office Imaging
     and Imaging Services businesses will place, and the effect that such
     demands will have, on the Company's resources, infrastructure and current
     operations, (iii) the Company's ability to successfully operate in new
     international markets, (iv) the ability of the Company to retain current
     management and other employees of the Office Imaging and Imaging Services
     businesses accustomed to different corporate culture, compensation
     arrangements and benefits, (v) the Company's ability to successfully manage
     and reduce the increased debt resulting from the Acquisition, (vi) the
     Company's ability to achieve the minimum equipment purchase commitments
     under the Supply Agreements, (vii) the Company's ability to obtain an
     alternative and acceptable source of high-volume equipment and related
     parts and supplies in the event the Supply Agreements are not renegotiated
     or Kodak equipment is not competitive in the marketplace, (viii) increased
     competition resulting from other high-volume copier distributors and the
     discounting of such copiers by competitors, (ix) fluctuations in foreign
     currency, (x) domestic and foreign political developments and governmental
     regulations and policies, (xi) increased costs resulting from technological
     developments, (xii) general economic and business conditions, (xiii) future
     performance of the Office Imaging and Imaging Services businesses and the
     Company's current business, (xiv) the ability of the Company to
     successfully implement its growth and business strategy, (xv) the ability
     of the Company to continue to receive acceptable financing as required in
     the future, (xvi) the Company's inability to achieve substantial operating
     cost reductions and efficiencies in productivity, (xvii) the potential for
     unanticipated increases in expenditures for labor, equipment, inventory,
     materials and supplies required to manage the increased size of the Company
     as a result of the Acquisition, (xviii) the ability of the Company to
     continue to gain access to and successfully distribute new and current
     products brought to the marketplace at competitive costs and prices, and
     (xix) there can be no assurances that the implementation of the Company's
     integration model tested in Canada will be successful in other areas of the
     world.  Readers are cautioned not to place undue reliance on the forward
     looking statements, which reflect management's analysis only as of the date
     hereof.  The Company undertakes no obligation to update the forward looking
     statements to reflect events or circumstances that arise after the date
     hereof.


                                      13
<PAGE>   14

     PART II - OTHER INFORMATION



     ITEM 1.     LEGAL PROCEEDINGS.

         Not applicable.


     ITEM 2.     CHANGES IN SECURITIES.

         Not applicable.


     ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.


     ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.


     ITEM 5.     OTHER INFORMATION.

         Not applicable.




                                      14

<PAGE>   15

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

         (a)      Exhibits.

<TABLE>
<CAPTION>
             EXHIBIT
             NUMBER            EXHIBIT
             -------           -------
             <S>               <C>
             2.1*              Asset Purchase Agreement between Eastman Kodak Company and Danka Business
                               Systems PLC dated as of September 6, 1996, including Exhibit 5.19 (a) which
                               is the form of Amended and Restated Supply Agreement by and between Eastman
                               Kodak Company and _______________________ dated as of ____________________,
                               1996. (Exhibit 2.1 to the Company's Form 8-K dated November 14, 1996.)

             2.2*              Amendment No. 1 to Asset Purchase Agreement between Eastman Kodak Company and
                               Danka Business Systems PLC dated December 20, 1996 (Excluding schedules and
                               similar attachments).  (Exhibit 2.2 to the Company's Form 8-K dated January
                               15, 1997).

             4.1*              Memorandum of Association of the Company, including paragraphs 5 and 6.
                               (Exhibit 2.1 of the Company's Registration Statement on Form 20-F, No. 0-
                               20828, filed on November 10, 1992 (the "1992 Registration Statement").

             4.2*              Articles of Association of the Company, including sections relating to
                               Shares, Variation of Rights and Votes of Members.  (Exhibit 2.2 to the 1992
                               Registration Statement).

             4.3*              Deposit Agreement dated June 25, 1992, Amendment No. 1 dated February 26,
                               1993 and Amendment No. 2 dated July 2, 1993 (Exhibit 4.9 of the Company's
                               Form S-1 Registration Statement No. 33-68278 (the "1993 Form S-1")., and
                               Amendment No. 3 dated August 16, 1994 between The Bank of New York, the
                               Company and Owners and Holders of American Depositary Receipts.

             4.4*              Indenture dated March 13, 1995 between the Company and The Bank of New York
                               as Depositary and the Company.  (Exhibit 2 to the Company's Form 8-K dated
                               March 21, 1995).

             4.5*              Deposit and Custody Agreement dated March 13, 1995, between The Bank of New
                               York as Depositary and the Company.  (Exhibit 3 to the Company's Form 8-K
                               dated March 21, 1995).

             4.6*              Registration Rights Agreement dated as of March 13, 1995 relating to $175
                               million in Aggregate Principal Amount of 6.75% Convertible Subordinated Notes
                               Due 2002 by and among the Company and Prudential Securities Incorporated and
                               Smith Barney, Inc. and Robert W. Baird & Co. and Raymond James & Associates,
                               Inc. (Exhibit 4.12 to the Company's Form 10-K dated June 16, 1995).


</TABLE>





                                     15
<PAGE>   16


<TABLE>
            <S>                <C>
             4.8*              Credit Agreement dated December 5, 1996, by and among Danka Business Systems
                               PLC, Dankalux Sarl & Co. SCA, Danka Holding Company, the several financial
                               institutions from time to time a party and NationsBank, N.A., as agent
                               (Exhibit 4 to the Company's Form 8-K December 16, 1996).

                               No other instruments defining the rights of holders of long-term debt of the
                               Company and its subsidiary have been included as exhibits because the total
                               amount of obligations authorized under any such agreement does not exceed 10%
                               of the total assets of the Company and its subsidiaries on a consolidated
                               basis. The Company hereby agrees to furnish supplementally a copy of any
                               omitted long-term debt instrument to the Commission upon request.

             27                Financial Data Schedule (for SEC purposes only)

             *                 Document has heretofore been filed with the Commission and is incorporated by
                               reference and made a part hereof.

</TABLE>

        (b)      Reports on Form 8-K:

                 The Company did not file any reports on Form 8-K during this 
    period.


                                     16

<PAGE>   17


                                  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.

                                        DANKA BUSINESS SYSTEMS PLC 
                                        ---------------------------------------
                                        (Registrant)



Date:    August 12, 1997               /S/ DAVID C. SNELL, Finance Director
                                       ----------------------------------------
                                       David C. Snell, Finance Director 
                                       (The Chief Operating Officer, and the
                                        Principal Accounting Officer)





                                     17