<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, 1998 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                                  IDENTIFICATION NO.)
          ORGANIZATION)
       

       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 227,495,865 Ordinary shares outstanding as of June 30, 1998.


<PAGE>   2


                                     INDEX



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

         Item 1 - Consolidated Financial Statements

              Consolidated Statements of Earnings for the three months ended
              June 30, 1998 and 1997 (Unaudited)                                                  3

              Condensed Consolidated Balance Sheets as of June 30, 1998
              (Unaudited) and March 31, 1998 (Audited)                                            4

              Consolidated Statements of Cash Flows for the three months
              ended June 30, 1998 and 1997 (Unaudited)                                            5

              Consolidated Statement of Shareholders' Equity for the three 
              months ended June 30, 1998 (Unaudited)                                              6

              Notes to Consolidated Financial Statements (Unaudited)                              7


         Item 2 -  Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                    10




    PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings                                                              18
         Item 2 - Changes in Securities                                                          18
         Item 3 - Defaults upon Senior Securities                                                18 
         Item 4 - Submission of Matters to a Vote of Security Holders                            18 
         Item 5 - Other Information                                                              18
         Item 6 - Exhibits and Reports on Form 8-K                                               19

    Signature                                                                                    21


</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,
                                                                       1998        1997
       \                                                          ------------- ------------
                                                                    (UNAUDITED)  (UNAUDITED)
<S>                                                                 <C>          <C>       
REVENUE:
Retail equipment sales                                              $194,668     $247,240
Retail service, supplies and rentals                                 502,547      523,425
Wholesale                                                             68,184       63,423
                                                                    --------     -------- 
Total revenue                                                        765,399      834,088
                                                                    --------     --------   
COSTS AND OPERATING EXPENSES:
Cost of retail equipment sales                                       135,389      159,687
Retail service, supplies and rental costs                            293,189      314,006
Wholesale costs of revenue                                            57,750       51,233
Selling, general and administrative expenses                         237,796      245,873
Amortization of intangible assets                                      5,372        4,664
Research & development costs                                          12,500       12,500
                                                                    --------     -------- 
Total costs and operating expenses                                   741,996      787,963
                                                                    --------     --------  
EARNINGS FROM OPERATIONS                                              23,403       46,125
Interest expense and other, net                                       15,424       16,759
                                                                    --------     --------   
EARNINGS BEFORE INCOME TAXES                                           7,979       29,366
Provision for income taxes                                             2,968       10,900
                                                                    --------     --------   
NET EARNINGS                                                        $  5,011     $ 18,466
                                                                    ========     ========
BASIC EARNINGS PER ADS:
  Net earnings per ADS                                              $   0.09     $   0.33
  Weighted average ADSs                                               56,874       56,712

DILUTED EARNINGS PER ADS:
  Net earnings per ADS                                              $   0.09     $   0.32
  Weighted average ADSs                                               57,732       58,453

</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,
                                                                                1998             1998
                                                                             ------------     ----------
                                                                              (UNAUDITED)     (AUDITED)
      <S>                                                                    <C>              <C>
      ASSETS
      CURRENT ASSETS:
      Cash and cash equivalents                                              $     2,784      $    34,653
      Accounts receivable, net                                                   632,314          628,052
      Inventories                                                                526,507          482,656
      Prepaid expenses and other current assets                                   33,708           35,414
                                                                             -----------      -----------
      TOTAL CURRENT ASSETS                                                     1,195,313        1,180,775

      Equipment on operating leases, net                                         304,399          294,348
      Property and equipment, net                                                 97,435           87,916
      Intangible assets, net                                                     481,731          485,032
      Other assets                                                               134,142          130,870
                                                                             -----------      -----------
      TOTAL ASSETS                                                           $ 2,213,020      $ 2,178,941
                                                                             -----------      -----------
      LIABILITIES AND SHAREHOLDERS' EQUITY
      CURRENT LIABILITIES:
      Current maturities of long-term debt and notes payable                 $    96,897      $    84,490
      Accounts payable                                                           353,532          297,464
      Accrued expenses and other current liabilities                             293,003          338,237
      Deferred revenue                                                            67,926           70,476
                                                                             -----------      -----------
      TOTAL CURRENT LIABILITIES                                                  811,358          790,667
      Convertible subordinated notes                                             200,000          200,000
      Other long-term debt                                                       672,878          658,892
      Deferred income taxes and other long-term liabilities                       45,013           49,075
                                                                             -----------      -----------
      TOTAL LIABILITIES                                                        1,729,249        1,698,634
-                                                                            -----------      -----------
      SHAREHOLDERS' EQUITY:
      Ordinary shares, 1.25 pence stated value; 500,000,000
      authorized; 227,495,865 issued and outstanding                               4,746            4,746
      Additional paid-in capital                                                 304,197          304,197
      Retained earnings                                                          232,928          227,917
      Accumulated other comprehensive income                                     (58,100)         (56,553)
                                                                             -----------      -----------
      TOTAL SHAREHOLDERS' EQUITY                                                 483,771          480,307
                                                                             -----------      -----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 2,213,020      $ 2,178,941
                                                                             ===========      ===========

</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,
                                                                                1998            1997
-------------------------------------------------------------------------    -----------    -----------
                                                                             (UNAUDITED)    (UNAUDITED)
<S>                                                                          <C>            <C>   
OPERATING ACTIVITIES
Net earnings                                                                  $  5,011       $ 18,466
Adjustments to reconcile net earnings to net cash
provided by operating activities:
   Depreciation and amortization                                                42,430         39,191
   Loss/(gain) on sale of property and equipment                                 3,677           (326)
   Proceeds from sale of rental equipment                                        7,941          4,515
   Changes in assets and liabilities, net of effects from the purchase of
   subsidiaries:
      Accounts receivable                                                           16         (6,463)
      Inventories                                                              (38,395)       (32,241)
      Prepaid expenses and other current assets                                    910         (3,589)
      Other noncurrent assets                                                   (2,618)         4,414
      Accounts payable                                                          53,976        (54,290)
      Accrued expenses                                                         (58,236)         5,709
      Deferred revenue                                                          (2,520)        (1,769)
      Deferred income taxes and other long-term liabilities                     (3,869)         3,018
-------------------------------------------------------------------------     --------       --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              8,323        (23,365)
-------------------------------------------------------------------------     --------       --------
INVESTING ACTIVITIES
Capital expenditures                                                           (65,846)       (43,618)
Proceeds from sale of property and equipment                                     1,985          4,090
Payment for purchase of subsidiaries                                              (231)        (1,110)
-------------------------------------------------------------------------     --------       --------
NET CASH USED IN INVESTING ACTIVITIES                                          (64,092)       (40,638)
-------------------------------------------------------------------------     --------       --------
FINANCING ACTIVITIES
Net borrowings under line of credit agreements                                  22,376         48,783
Principal payments on debt                                                        (172)        (1,168)
Proceeds from stock options exercised                                               --            242
-------------------------------------------------------------------------     --------       --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                       22,204         47,857
-------------------------------------------------------------------------     --------       --------
EFFECT OF EXCHANGE RATES                                                         1,696         (4,240)
-------------------------------------------------------------------------     --------       --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (31,869)       (20,386)
Cash and cash equivalents, beginning of period                                  34,653         73,875
-------------------------------------------------------------------------     --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $  2,784       $ 53,489
=========================================================================     ========       ========
</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, 1998
(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, 1998          $   4,746      $ 304,197      $ 227,917         $  (56,553)        $480,307

Net earnings                                                          5,011                               5,011

Currency translation adjustment                                                         (1,547)          (1,547)

                                    ---------      ---------      ---------     -   ----------         --------
BALANCES AT JUNE 30, 1998           $   4,746      $ 304,197      $ 232,928         $  (58,100)        $483,771
                                    =========      =========      =========     =   ==========         ========

</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,
    1998, consolidated statements of earnings for the three months ended June
    30, 1998 and 1997, the consolidated statement of shareholders' equity for
    the three months ended June 30, 1998, and the consolidated statements of
    cash flows for the three months ended June 30, 1998 and 1997 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 (the "Company") Annual Report for the year
    ended March 31, 1998.  Certain prior year amounts have been reclassified to
    conform with the current year presentation.



    NOTE 2.  RESTRUCTURING CHARGES

    FISCAL 1998 RESTRUCTURING CHARGE:
         In December 1997, the Company recorded an $11.0 million pre-tax
    restructuring charge, related to the integration of the Office Imaging
    division acquired from Eastman Kodak Company ("Kodak") with Danka's
    existing sales and service network.  The restructuring charge principally
    consisted of severance and other employee termination benefits, and will
    ultimately result in the separation of over 1,000 employees worldwide.  As
    of June 30, 1998, approximately $5.6 million remained in accrued
    liabilities for these separations.  The reductions, which are principally
    coming from sales support, administration and management, are expected to
    be substantially completed on a worldwide basis by December 1998.

    FISCAL 1997 RESTRUCTURING CHARGE:
         In December 1996, the Company recorded a $35.0 million pre-tax
    restructuring charge, related to the integration of the Office Imaging
    division acquired from Kodak and the related transition to the Company's
    Market Based Approach in North America.  As of December 31, 1997,
    approximately $12.8 million remained in accrued liabilities, primarily for
    the closing of duplicate facilities.  The closure of these facilities is
    expected to be substantially completed on a worldwide basis by the end of
    fiscal 1999.





                                       7
<PAGE>   8

    NOTE 3.  EARNINGS PER SHARE

    The following table reconciles the numerator and denominator of the basic
    and diluted earnings per ADS computations:

<TABLE>
<CAPTION>
                                                      FOR THE THREE MONTHS ENDED
                                                             JUNE 30, 1998
                                           ----------------------------------------------
                                              INCOME            SHARES          PER-SHARE
                                            (NUMERATOR)      (DENOMINATOR)        AMOUNT
                                            -----------      -------------      ---------   
                                              (In thousands except per share amounts)
     <S>                                    <C>              <C>                <C>
     Net earnings                           $   5,011
     BASIC EARNINGS PER ADS:
       Income available to shareholders         5,011            56,874         $   0.09
                                                                                ========
     EFFECT OF DILUTIVE SECURITIES:
       Stock options                                                858
                                                              ---------
     DILUTED EARNINGS PER ADS:
       Income available to shareholders
             plus assumed conversion        $   5,011            57,732         $   0.09
                                            =========         =========         ========
</TABLE>

    The effect of the Company's $200.0 million of Convertible Subordinated
    Notes are not included in the computation of diluted EPS for the three
    months ended June 30, 1998 since they are anti-dilutive.


    NOTE 4.  NEW ACCOUNTING PRONOUNCEMENTS

    REPORTING COMPREHENSIVE INCOME:
         Effective April 1, 1998, the Company adopted Statement of Financial
    Accounting Standards No. 130, "Reporting Comprehensive Income" Statement
    No. 130 establishes new rules for the reporting of comprehensive income and
    its components.  Comprehensive income for the Company includes net earnings
    and foreign currency translation adjustments, which are charged or credited
    to shareholders' equity.  The adoption of this statement had no impact on
    the Company's current or previously reported net earnings or shareholders'
    equity.

    Comprehensive income for the three months ended June 30, 1998 and 1997 was
    as follows:

<TABLE>
<CAPTION>
                                                 1998           1997
                                               --------       --------
                                                   (In thousands)
         <S>                                    <C>           <C>
         Net earnings                           $ 5,011       $ 18,466
         Foreign currency translation            (1,547)        (5,017)
                                                -------       --------
         Total comprehensive income             $ 3,464       $ 13,449
                                                =======       ========
</TABLE>





                                      8

<PAGE>   9

    ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:
         In June 1998, the Financial Accounting Standards Board issued
    Statement of Financial Accounting Standards No. 133, "Accounting for
    Derivative Instruments and Hedging Activities", which is effective for the
    first quarter of the fiscal year beginning after June 15, 1999.  Statement
    No. 133 establishes accounting and reporting requirements for derivative
    instruments and hedging activities, and modifies disclosures previously
    required under other accounting standards.  Implementation of Statement No.
    133 may be complex. The Company has not yet analyzed the impact to the
    financial statements of adopting Statement No. 133.



    NOTE 5.  PENDING LITIGATION

         Following the Company's December 16, 1997 announcement regarding the
    expected shortfall in revenue and earnings for the third fiscal quarter of
    1998 and the 1998 fiscal year, purported class action lawsuits were filed
    in federal court against the Company and certain of its directors and
    officers, alleging violations of the federal securities laws.  The lawsuits
    were consolidated and a consolidated class action complaint was filed on or
    about June 18, 1998.  The case is in the early stage and while it is
    impossible to predict the outcome or impact of such litigation, management
    believes this litigation is without merit and intends to vigorously defend
    the lawsuit.



    NOTE 6. CONTINGENCIES

         The Internal Revenue Service is conducting an examination of the
    Company's federal income tax returns for the fiscal years ended March 31,
    1995 and 1996.  On July 27, 1998, the Company received notice of proposed
    adjustments relating to the timing of certain deductions associated with
    leased equipment financing.  The Company intends to vigorously contest the
    proposed adjustments and believes that the ultimate resolution will not
    materially impact the Company's consolidated results of operations or
    financial position.





                                       9
<PAGE>   10

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 office imaging 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.  The Company is currently in the process of integrating
     the Office Imaging business with its core operations.  The Company also
     purchased Kodak's outsourcing business, now known as Danka Services
     International ("DSI").

         The Company's goal is to increase its net margins through certain cost
     efficiencies and synergies it expects to achieve by integrating the Office
     Imaging business with the Company's core operations.  In September 1997,
     the Company announced its global integration project (the "Uniting Danka
     Project"), with a goal of accelerating the unification of the two
     organizations.

         The Company completed the integration of the sales forces in April
     1998, and at the same time, introduced a new compensation plan effective
     April 1.  The Company's objective is to establish one face to the customer
     and provide a compensation plan that is not only competitive in the
     industry, but also one that keeps the Company's entrepreneurial spirit
     alive.  The new compensation plan was based on external benchmarking
     studies within the industry and is designed to provide a career path for
     the Company's sales representatives.  The plan's reward system is based on
     several variables, including revenue generated as a percent of quota,
     gross profit on the equipment sale and the service pricing level attained.

         On June 26, 1998 the Company announced that its revenue for the first
     quarter would be approximately 10% below market expectations primarily due
     to lower equipment sales in the U.S., and as a result, earnings would be
     adversely impacted for the quarter and current fiscal year.  The Company
     reported actual revenue of $765.4 million for the first quarter, an 8%
     decline over last year.  The Company believes this shortfall was primarily
     related to internal issues, including the integration of the sales force,
     changes in the compensation plan introduced April 1 and sales order entry
     issues related to the integration of the product portfolios. Additionally,
     the Company is recognizing a recent increase in competition among equipment
     sales and this is impacting margins.  See - "Gross Profit."  Furthermore,
     there has been an acceleration in the transition to digital equipment in
     the U.S. recently and the Company is currently in negotiations with its
     vendors with a goal of broadening its digital product portfolio to
     capitalize on this industry trend.

         The integration of the two organizations encompasses a large number of
     projects involving changes and planned improvements in many areas of the
     combined organization.  The Company is currently involved in several major
     initiatives and considerable progress has been made in a number of areas.
     The Company has made progress in closing duplicate facilities.  Effective
     April 1, the Company completed 





                                      10

<PAGE>   11
     the centralization and consolidation of its U.S. dispatch call centers from
     18 to two locations.  In addition, the Company has made progress in closing
     its operating centers and warehouses throughout the U.S.  The Company has
     opened an Atlanta warehouse, which  will supply the entire southeast and
     mid-Atlantic regions with all equipment and accessories.  This will cover
     approximately 75% of the Company's U.S. customer base and will allow for
     the closure of 50 to 60 existing warehouses.  Operating center reductions
     include the consolidation of billing centers and collection sites, and to
     date, the Company has reduced these centers from 44 to 14.  A further
     reduction to seven operating centers is expected by the end of this fiscal
     year.  As of June 30, 1998, the Company had reduced the workforce by over
     700 of the more than 1,000 reductions announced in December 1997. The
     reductions, which are primarily coming from sales support, administration
     and management, are expected to be substantially completed on a worldwide
     basis by December 1998.

              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,
                                                                   ----------------------------
                                                                     1998               1997
                                                                    -----              -----
      <S>                                                           <C>                 <C>     
      Revenue:
        Retail equipment sales  . . . . . . . . . . . . . .          25.4%              29.6%
        Retail service, supplies and rentals  . . . . . . .          65.7               62.8
        Wholesale . . . . . . . . . . . . . . . . . . . . .           8.9                7.6
                                                                    -----              -----
             Total revenue  . . . . . . . . . . . . . . .           100.0              100.0
      Cost of revenue . . . . . . . . . . . . . . . . . . .          63.5               62.9
                                                                    -----              -----
      Gross profit  . . . . . . . . . . . . . . . . . . .            36.5               37.1
      Selling, general and administrative expenses  . . . .          31.1               29.5
      Amortization of intangible assets . . . . . . . . . .           0.7                0.6
      Research and development costs  . . . . . . . . . .             1.6                1.5
                                                                    -----              -----
             Earnings from operations . . . . . . . . . .             3.1                5.5
      Interest expense and other, net . . . . . . . . . . .           2.0                2.0
                                                                    -----              -----
             Earnings before income taxes . . . . . . . .             1.1                3.5
      Provision for income taxes  . . . . . . . . . . . . .           0.4                1.3
                                                                    -----              -----
           Net earnings   . . . . . . . . . . . . . . . . .           0.7%               2.2%
                                                                    =====              =====


</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,
                                                                      ---------------------------
                                                                        1998              1997
                                                                        ----              ----
         <S>                                                           <C>                <C>
         Retail equipment sales  . . . . . . . . . . . . . .           30.5%              35.4%
         Retail service, supplies and rentals  . . . . . . .           41.7               40.0
         Wholesale . . . . . . . . . . . . . . . . . . . . .           15.3               19.2


</TABLE>




                                      11

<PAGE>   12

     QUARTER ENDED JUNE 30, 1998 COMPARED TO QUARTER ENDED JUNE 30, 1997:

     Revenue

              Revenue declined 8% to $765.4 million for the three months ended
     June 30, 1998 ("first quarter of fiscal 1999") compared to $834.1 million
     for the three months ended June 30, 1997 ("first quarter of fiscal 1998"),
     primarily due to lower equipment sales in the Company's U.S. core copier
     business.  The Company believes the shortfall in U.S. equipment sales is
     primarily related to internal issues, including the integration of the
     sales force, changes in the compensation plan introduced April 1, 1998 and
     sales order entry issues related to the integration of the product
     portfolios.  Equipment sales were also impacted in the UK and Australasian
     divisions.  As a result of the economic malaise in the Far East,
     competitive pressures from Japanese manufacturers selling directly to
     customers impacted equipment sales particularly in the UK. In addition,
     the Company is seeing a dramatic shift to digital products in Australasia
     and is taking steps to improve its digital product availability in this
     region to meet customer demand.

              Approximately 40% of the Company's revenue is now 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 was
     negatively impacted by $14.0 million during the first quarter of fiscal
     1999.


     Gross Profit

              Gross profit declined 10% to $279.1 million for the first quarter
     of fiscal 1999 from $309.2 million for the first quarter of fiscal 1998.
     The gross profit margin as a percentage of total revenue decreased to
     36.5% for the first quarter of fiscal 1999 from 37.1% for the first
     quarter of fiscal 1998.  The decline in the Company's combined gross
     profit margin was primarily due to lower retail equipment and wholesale
     margins.  Gross profit as a percentage of retail equipment sales decreased
     to 30.5% for the first quarter of fiscal 1999 from 35.4% for the first
     quarter of fiscal 1998.  The decline in the retail equipment margin is
     attributable to several factors. First, the UK is experiencing pressure on
     its equipment margins due to competitive pressures from Japanese
     manufacturers selling direct to customers.  Second, the impact of
     competitive pressures on hardware sales has also increased in the U.S.
     The Company believes that these competitive pressures in the U.S. and the
     UK will continue.  Third, the Company's equipment margin was also affected
     by increases in provisions made during the first quarter due to the higher
     inventory levels in the U.S.  The Company's wholesale gross profit margin
     was affected by lower margin equipment and supply sales in the U.S.  As a
     percentage of revenue, the gross profit margin on retail service, supplies
     and rentals increased to 41.7% for the first quarter of fiscal 1999 from
     40.0% for the first quarter of fiscal 1998 due to stronger margins on
     service and rental transactions.  Excluding the Company's outsourcing
     business (DSI), the retail service, supply and rentals margin was even
     higher at 44.6% compared to 42.4% for the first quarter of fiscal 1998.
     DSI has a lower gross profit margin due to the nature of the business, and
     as it continues to expand, this business is expected to impact the
     Company's overall gross profit margin.  Although DSI has a lower gross
     profit margin than the Company's core copier business, its operating
     profit margin is approximately 10% of revenue.


     Selling, General and Administrative Expenses

              Selling, general and administrative expenses decreased 3% to
     $237.8 million for the first quarter of fiscal 1999 compared to $245.9
     million for the first quarter of fiscal 1998.  The decrease is 





                                      12

<PAGE>   13

    due to lower selling expenses as a result of the lower equipment sales
    during the first quarter of fiscal 1999 as well as a reduction in general
    and administrative expenses. The Company is realizing savings from its
    integration projects and continued improvements in certain processes
    throughout the Company. As a percentage of revenue, selling, general and
    administrative expenses increased to 31.1% for the first quarter of fiscal
    1999 from 29.5% for the first quarter of fiscal 1998. The increase was
    primarily due to the lower revenue for the first quarter of fiscal 1999.


     Amortization of Intangible Assets

              Amortization of intangible assets increased to $5.4 million for
    the first quarter of fiscal 1999 from $4.7 million for the first quarter of
    fiscal 1998.  The increase is principally related to goodwill associated
    with the acquisition of the Office Imaging and outsourcing businesses from
    Kodak.


    Research and Development Costs

              In connection with the acquisition of the Office Imaging and
    outsourcing businesses, the Company is providing funding to Kodak for
    ongoing research and development through December 31, 2002.  For the first
    quarter of fiscal 1999, research and development costs totaled $12.5
    million.


    Earnings from Operations

              Earnings from operations decreased 49% to $23.4 million for the
    first quarter of fiscal 1999.  Earnings from operations were primarily
    impacted by the shortfall in U.S. equipment sales and the lower combined
    gross profit.  As a percentage of revenue, earnings from operations
    decreased to 3.1% for the first quarter of fiscal 1999 from 5.5% for the
    first quarter of fiscal 1998.


    Interest Expense and Other, Net

              Interest expense and other, net decreased to $15.4 million for the
    first quarter of fiscal 1999 compared to $16.8 million for the first quarter
    of fiscal 1998.  The decrease primarily related to lower levels of
    borrowings during the first quarter of fiscal 1999.


    Income Taxes

              Income taxes decreased to $2.9 million for the first quarter of
    fiscal 1999 from $10.9 million for the first quarter of fiscal 1998 due to
    lower levels of earnings.  The combined effective income tax rate remained
    relatively consistent at 37.2% for the first quarter of fiscal 1999 as
    compared to 37.1% for the first quarter of fiscal 1998.









                                       13
<PAGE>   14

     Net Earnings

              As a result of the above factors, net earnings decreased 73% to
     $5.0 million for the first quarter of fiscal 1999 from $18.5 million for
     the first quarter of fiscal 1998.  As a percentage of revenue, net
     earnings decreased to 0.7% for the first quarter of fiscal 1999 as
     compared to 2.2% for the first quarter of fiscal 1998.

     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 results of operations, financial
     condition and competitive position of the Company's business are 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 can 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 office imaging
     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
     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 are not adjusted until the
     contract is renewed.  Conversely, the purchase price of equipment and
     supplies by the Company could be impacted if the value of the Japanese yen
     were to decline against the U.S. dollar.  As a result, Japanese
     manufacturers could lower prices or in some cases provide discounts.
     During the first quarter of fiscal 1999, the value of the Japanese yen
     declined substantially against the U.S. dollar.  The Company did not
     experience material price reductions in its equipment purchases from
     Japanese manufacturers during this period.

     LIQUIDITY AND CAPITAL RESOURCES

              The Company's net cash flow provided by (used in) operating
     activities was $8.3 million and ($23.4) million for the three months ended
     June 30, 1998 and 1997, respectively. The Company's inventory increased
     during the first quarter of fiscal 1999 as a result of a slowdown in U.S.
     equipment sales and the Company's requirements to purchase various levels
     of equipment pursuant to the Supply Agreements with Kodak.  Cash flow used
     in investing activities was $64.1 million and $40.6 million for the three
     months ended June 30, 1998 and 1997, respectively.  The cash used in
     investing activities was higher in the first quarter of fiscal 1999
     primarily due to an increase in the Company's capital expenditures.  Net
     cash provided by financing activities was $22.2 million and $47.9 million
     for the three months ended 






                                      14
<PAGE>   15
     June 30, 1998 and 1997, respectively.  Cash provided by financing
     activities was lower for the first quarter of fiscal 1999 primarily due to
     a decrease in the Company's borrowings.

              The Internal Revenue Service is conducting an examination of the
     Company's federal income tax returns for the fiscal years ended March 31,
     1995 and 1996.  On July 27, 1998, the Company received notice of proposed
     adjustments relating to the timing of certain deductions associated with
     leased equipment financing.  The Company intends to vigorously contest the
     proposed adjustments and believes that the ultimate resolution will not
     materially impact the Company's consolidated results of operations or
     financial position.

              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 outsourcing businesses from
     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 provided the Company with a
     revolving component in an aggregate amount of up to $725.0 million, and a
     term loan component of $550.0 million.  In December 1997, the revolving
     component was reduced by $115.0 million to $610.0 million bringing the
     full capacity of the Credit Agreement to $1.160 billion.  Furthermore, as
     of June 30, 1998, the term loan component was reduced to $520.0 million
     bringing the full capacity to $1.13 billion.  The Company has not needed
     the full capacity of the Credit Agreement.  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 the
     disposition of assets, capital expenditures, additional indebtedness,
     permitted liens and payment of dividends, as well as requiring the
     maintenance of certain financial ratios.  Effective June 30, 1998, certain
     of the covenants were amended to provide additional financial flexibility
     to the Company.  The amendments principally provided for a revision of
     certain definitions and an adjustment to certain financial ratios the
     Company is required to maintain.  As of June 30, 1998 the Company was in
     compliance with the covenants of the Credit Agreement, as amended.  The
     adjustable interest rate on the Credit Agreement is, at the option of the
     Company, either: (i) the applicable 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 a result of the
     amendments to the Credit Agreement, the Company's tiered margin spread has
     increased, and therefore, the Company could experience increases in its
     interest expense depending on both the level of borrowings and the
     applicable interest rate.  As of June 30, 1998 the Credit Agreement had an
     outstanding balance of approximately $258.2 million under the revolving
     component and $484.2 million under the term loan, all of which was
     incurring interest at a weighted average rate of 6.1% per annum. Subject
     to availability under the covenants at June 30, 1998, the Company had
     $387.6 million 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 $27.4 million at June 30, 1998.  This
     balance is primarily comprised of various cash management lines of credit
     (the "Lines") 








                                      15

<PAGE>   16
     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 significant contractual
     commitments other than for the purchase of products and 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 the Office
     Imaging business off of Kodak's computer system.  The Company's cash flow
     from operations together with 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, and to the degree available, 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.

     YEAR 2000

              Many computer systems including several used by the Company, could
     experience problems processing information beyond the year 1999.  As a
     result, certain computer systems, including both the hardware and software,
     need to be modified prior to the year 2000 ("Y2K"), in order to remain
     functional.  The majority of the Company's Y2K issues are being considered
     and managed during the integration of the Office Imaging business with the
     Company's core operations and its transition to common IT systems.  The
     Company has initiated a review and assessment of all the areas within its
     operations including those affected by information received from or the
     systems of, suppliers, vendors and other third parties.  A plan and
     timeline has been developed for addressing any Y2K problems, and to date,
     the Company has implemented the plan substantially in accordance with that
     timetable.  The Company believes that, with the successful transition to
     common IT systems and any necessary modifications to other computer support
     systems, the Y2K issue will not pose significant problems for the Company.
     There can be no assurance, however, that there will not be a delay in, or
     increased costs associated with, any Y2K issues, which could have an
     adverse effect on the business.

     SEASONALITY

              The Company has experienced some seasonality in its business.
     The Company's revenue during the fourth quarter has historically been
     higher than other quarters of its fiscal year.  The Company believes that
     this has been due to year-end sales contests and a focus on the
     finalization of transactions before year end.  There can be no assurance
     that fourth quarter results will continue to be higher this fiscal year or
     in future years.  The Company's European and Canadian operations have
     historically experienced lower revenue 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 office imaging
     equipment during such period.

     SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

              Certain statements contained in this Form 10-Q, or otherwise made
     by officers of the Company, including statements related to the progress
     of and anticipated benefits from the Uniting Danka Project, the Company's
     ability to meet challenges it faces, the Company's future performance and
     the Company's outlook for its businesses and respective markets,
     projections, statements of management's plans or objectives, forecasts of
     market trends and other matters, are forward-looking statements, and
     contain information relating to the Company that is based on the beliefs
     of management as well as assumptions, made by, and information currently
     available to, management.  The words "goal", 







                                      16

<PAGE>   17

    "expect", "believe" and similar expressions as they relate to the Company or
    the Company's management, are intended to identify forward-looking
    statements.  Such statements reflect the current views of the Company with
    respect to future events and are subject to certain risks, uncertainties and
    assumptions that could cause actual results to differ materially from those
    reflected in the forward-looking statements.  No assurance can be given
    that the results in any forward-looking statement will be achieved.  For
    the forward-looking statements, the Company claims the protection of the
    safe harbor for forward-looking statements provided for in the Private
    Securities Litigation Act of 1995.  Factors that might cause such
    differences include, but are not limited to (i) the demands that the Office
    Imaging ("OI") acquisition (the "Acquisition") and the unification thereof
    with the Company's core operations will place on the Company's resources,
    infrastructure, current operations and employees, (ii) the Company's
    inability to achieve substantial operating cost reductions and efficiencies
    in productivity from the Acquisition, the revised information technology
    system, the revised management structure or other similar Company-wide
    initiatives associated with the unification, (iii) the potential for
    unanticipated increases in expenditures for labor, equipment, materials and
    supplies required to manage the increased size of the Company as a result of
    the Acquisition, (iv) the Company's inability to effectively manage the
    increased number of employees and retain current key management personnel
    and other key employees added as a result of the Acquisition, who are
    accustomed to a different corporate culture, compensation
    arrangements and benefits programs, while the Company simultaneously
    implements a new sales compensation program and reduces the overall size of
    its worldwide workforce, (v) the potential increased costs resulting from
    technological developments, revisions to existing information technology
    systems, year 2000 issues and the integration of information technologies
    between OI and the Company's core operations, (vi) increased competition
    resulting from other high volume and digital copier distributors and the
    discounting of such copiers by competitors, (vii) the Company's ability to
    manage and reduce its outstanding debt, meet its working capital needs and
    maintain compliance with the covenants of its credit facility, (viii) the
    inability 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, (ix) the ultimate amount of additional costs
    associated with the accelerated unification and ultimate integration and the
    amount and timing of the realization of the anticipated benefits from such
    unification and complete integration, (x) the inability of the Company to
    effectively manage the increased size of its inventory and product line,
    (xi) the Company's inability to comply with the purchasing requirements
    under its supply agreements with its vendors, including Kodak, and the
    impact thereof, including the Company's inability to obtain such equipment
    and supplies elsewhere, (xii) the ultimate outcome and impact of the pending
    class action lawsuit (xiii) fluctuations in foreign currencies, (xiv)
    economic conditions in regions worldwide where the Company does business,
    (xv) significant acquisitions or divestitures, (xvi) various competitive
    pressures, (xvii) any negative impact from the loss of any key upper
    management personnel, (xviii) any inability by the Company to finalize
    acceptable vendor agreements, (xix) any inability by the Company to solve
    problems in the U.S. related to the sales integration and introduction of
    the new compensation plan on April 1, 1998, (xx) any inability by the
    Company to successfully close facilities without negative impact on the
    Company's operations, (xxi) any failure by the Company to meet market
    expectations on financial performance and (xxii) other risks including those
    risks identified in any of the Company's filings with the Securities and
    Exchange Commission.  Readers are cautioned not to place undue reliance on
    these forward-looking statements, which reflect management's analysis only
    as of the date hereof.  The Company undertakes no obligation and does not
    intend to update these forward-looking statements to reflect events or
    circumstances that arise after the date hereof.  Furthermore, as a matter of
    policy, the Company does not generally make any specific projections as to
    future earnings nor does it endorse any projections regarding future
    performance, which may be made by others outside the Company.






                                      17

<PAGE>   18

     PART II - OTHER INFORMATION


     ITEM 1.     LEGAL PROCEEDINGS.

              The Company, various directors, former officers and a former
     director are defendants in a purported class action lawsuit.  A
     consolidated class action complaint (the "Complaint") was filed in the
     United States District Court for the Middle District of Florida, Tampa
     Division on or about June 18, 1998.  The Complaint alleges, principally,
     that the Company and the other defendants issued materially false and
     misleading statements related to the progress of the Company's integration
     of its acquisition of Kodak's Office Imaging and outsourcing businesses,
     engaged in improper accounting practices and that certain former officers
     utilized insider information, in violation of Sections 10(b) and 20(a) of
     the Securities Exchange Act of 1934 and Rule 10b-5  promulgated thereunder.
     The plaintiffs seek to certify their complaints as class actions on behalf
     of all purchasers of the Company's American Depositary Receipts in the
     period between May 13, 1997 and December 15, 1997, and seek an award of an
     unspecified amount of monetary damages, including punitive damages, to all
     of the members of the purported class. The Company filed its motion to
     dismiss the Complaint on or about July 29, 1998.  The case is in the early
     stages and while it is impossible to predict the outcome or impact of such
     litigation, management believes this litigation is without merit and
     intends to vigorously defend the lawsuit.

              The Company is subject to other legal proceedings and claims,
     which arise in the ordinary course of its business.  Management believes
     that the resolution of the above matters will not have a material effect
     upon the Company's financial position or results of operations or
     liquidity.


     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.

              Notice of American Depositary Shareholder Proposal Deadline Date
     Under New Proxy Rule 14a-4 for the 1999 Annual General Meeting:

              The Company hereby notifies all holders of American Depositary
     Shares ("Shareholder") that May 3, 1999 (the "Deadline") is the day after
     which notice of a shareholder sponsored proposal for consideration at the
     Company's 1999 annual general meeting (other than in respect of a nominee
     for election to the Board of Directors) submitted outside the processes of
     Rule 14a-8 under the Securities Exchange Act of 1934, as amended, will be
     considered untimely under the new proxy Rule 14a-4(c)(1) issued by the



                                      18

<PAGE>   19

    Securities and Exchange Commission.  A proposal submitted outside the
    processes of Rule 14a-8 is any shareholder proposal submitted for
    presentation at the next annual general meeting but not submitted for
    inclusion in the Company's proxy statement.  Under Rule 14a-4(c)(1), if a
    proponent fails to notify the Company by the Deadline, then the management
    proxies will be permitted to use their discretionary voting authority if
    such proposal is raised at the annual general meeting, without any
    discussion of the matter in the proxy statement. With respect to
    shareholder proposals for consideration for inclusion in the Company's
    proxy statement for the 1999 annual general meeting, such shareholder
    proposals are still required to be submitted to the Company no later than
    February 26, 1999 as previously stated in the Company's June 24, 1998 proxy
    statement.


    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).
</TABLE>




                                      19

<PAGE>   20

<TABLE>

             <S>               <C>
             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).

             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).

             4.9*              First Amendment to Credit Agreement dated December 5, 1997 among Danka
                               Business Systems PLC, Dankalux Sarl & Co., SCA, and Danka Holding Company,
                               Nationsbank, National Association, each other Bank signatory thereto and
                               Nationsbank, National Association, as agent. (Exhibit 4.9 to the Company's
                               Form 10-Q February 12, 1998).

             4.10*             Second Amendment to Credit Agreement dated July 28, 1998 among Danka Business
                               Systems PLC, Dankalux Sarl & Co., SCA, and Danka Holding Company,
                               Nationsbank, National Association, each other Bank signatory thereto and
                               Nationsbank, National Association, as agent. (Exhibit 4.10 to the Company's
                               Form 8-K July 28, 1998).

                               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.

             27.1              Financial Data Schedule (for SEC purposes only)

             27.2              Restated Financial Data Schedule (June 30, 1997 Form 10-Q) (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:

              On June 29, 1998, the Company filed a report on Form 8-K
     announcing its estimated results for the first quarter of fiscal 1999.





                                       20
<PAGE>   21


                                   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 14, 1998            /S/ MICHEL AMBLARD, Corporate Controller 
          ----------------           -----------------------------------------
                                     Michel Amblard, Corporate Controller
                                     (Senior Vice President, Corporate 
                                     Controller, and the Principal Accounting 
                                     Officer)





                                       21