<PAGE>   1
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q


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

               For the Quarterly period ended September 30, 1998

          [ ] 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 000-22097
                                               ---------

                                    SPR INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                           36-3932665
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)


                          2015 Spring Road, Suite 750
                           Oak Brook, Illinois 60523
         (Address, including zip code, of principal executive offices)

                                 (630) 575-6200
              (Registrant's telephone number, including area code)

     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
                                    ----   ----                            

     As of November 9, 1998 the registrant had 13,723,682 outstanding shares of
common stock, par value $.0067 per share.

===============================================================================
<PAGE>   2


                                    SPR INC.
                                    FORM 10-Q
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,1998
                                TABLE OF CONTENTS



PART  I. FINANCIAL INFORMATION

Item 1.  Financial Statements
         Unaudited Condensed Balance Sheets - December 31, 1997
         and September 30, 1998

         Unaudited Condensed Statements of Operations - Three
         Months and Nine Months Ended September 30, 1997 and 1998

         Unaudited Condensed Statements of Stockholders' Equity - For The Year 
         Ended December 31, 1997 and Nine Months Ended September 30, 1998

         Unaudited Condensed Statements of Cash Flows - Nine Months
         Ended September 30, 1997 and 1998

         Notes to Unaudited Condensed Financial Statements

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


PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

                                       

<PAGE>   3
 

                                    SPR INC.
                       UNAUDITED CONDENSED BALANCE SHEETS
                                 (in thousands)



<TABLE>
<CAPTION>

                                                                                December 31,             September 30,
                                                                                   1997                      1998
                                                                                ------------             -------------
<S>                                                                           <C>                      <C>
Assets
  Current assets:
     Cash and cash equivalents                                                  $    2,133               $      5,382
     Accounts receivable, net                                                        7,833                     12,160
     Short-term investments                                                         19,043                     43,440
     Prepaid expenses and other                                                        476                        969
                                                                                ------------             --------------
       Total current assets                                                         29,485                     61,951
                                                                                ------------             --------------

  Property and equipment, net                                                        2,274                      4,077
  Deferred income taxes and other                                                      184                      2,133
                                                                                ------------             --------------

       Total assets                                                             $   31,943               $     68,161
                                                                                ============             ==============



Liabilities and stockholders' equity
  Current liabilities:
     Accounts payable and other                                                 $    2,917               $      1,717
     Accrued expenses:
       Payroll and payroll relates costs                                             2,777                      4,606
       Other                                                                           364                        551
     Deferred income                                                                     -                      2,975
     Deferred income taxes                                                             356                        105
                                                                                ------------             --------------
       Total current liabilities                                                     6,414                      9,954
                                                                                ------------             --------------

Stockholders' equity
     Common stock                                                                       81                         91
     Additional paid in capital                                                     24,544                     49,737
     Retained earnings                                                                 904                      8,379  
                                                                                ------------             --------------
       Total stockholders' equity                                                   25,529                     58,207
                                                                                ------------             --------------
       Total liabilities and stockholders' equity                               $   31,943               $     68,161
                                                                                ============             ==============

</TABLE>

See notes to unaudited condensed financial statements.
<PAGE>   4


                                    SPR INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                                           Three months                    Nine months
                                                                        Ended September 30,             Ended September 30,
                                                                      -----------------------        -----------------------   
                                                                         1997          1998            1997            1998
                                                                         ----          ----            ----            ----
<S>                                                                <C>            <C>             <C>              <C>
Revenues                                                             $  14,180      $  22,376       $  36,903       $  62,815
Cost of services                                                         8,329         13,018          22,319          36,942
                                                                     ---------      ---------       ---------       ---------
  Gross profit                                                           5,851          9,358          14,584          25,873
                                                                     ---------      ---------       ---------       ---------

Costs and expenses
  Selling                                                                1,232          1,389           3,325           3,843
  Recruiting                                                               478            456           1,176           1,392
  General and administrative expenses                                    2,053          3,332           6,156           9,672
                                                                     ---------      ---------       ---------       ---------
     Total costs and expenses                                            3,763          5,177          10,657          14,907
                                                                     ---------      ---------       ---------       ---------
Operating income                                                         2,088          4,181           3,927          10,966
                                                                     ---------      ---------       ---------       ---------

Other income (expense)
  Interest expense                                                         (60)            (1)           (170)             (4)
  Interest income                                                            8            725              17           1,500
                                                                     ---------      ---------       ---------       ---------
     Total other income (expense)                                          (52)           724            (153)          1,496
                                                                     ---------      ---------       ---------       ---------
Income before income taxes                                               2,036          4,905           3,774          12,462
Provision for income taxes                                                  39          1,962              40           4,985
                                                                     ---------      ---------       ---------       ---------
Net income                                                           $   1,997      $   2,943       $   3,734       $   7,477
                                                                     =========      =========       =========       =========

Historical basic net income per share                                $    0.21      $    0.21       $    0.38       $    0.58
                                                                     =========      =========       =========       =========

Historical diluted net income per share                              $    0.20      $    0.21       $    0.37       $    0.56
                                                                     =========      =========       =========       =========


Proforma income data:
  Net income as reported                                             $   1,997                      $   3,734 
  Proforma adjustment to recognize
     "C" corporation provision for income taxes                            775                          1,470

                                                                     ---------                      ---------       
  Proforma net income                                                $   1,222                      $   2,264
                                                                     =========                      =========       
                                                                                             
  Proforma basic net income per share                                $    0.13                      $    0.23
                                                                     =========                      =========       
                                                                                             
  Proforma diluted net income per share                              $    0.12                      $    0.23
                                                                     =========                      =========

</TABLE>



See notes to unaudited condensed financial statements.
<PAGE>   5

                                    SPR Inc.
             Unaudited Condensed Statements of Stockholders' Equity
                    For the Year Ended December 31, 1997 and
                    the Nine Months Ended September 30, 1998
                                 (in thousands)
<TABLE>
<CAPTION>
                                            Common Stock        Additional                   Total
                                        ---------------------    Paid-in      Retained   Stockholders'
                                         Shares       Amount     Capital      Earnings       Equity 
                                         ------       ------     -------      --------       ------
<S>                                      <C>          <C>        <C>          <C>            <C>
Balance at December 31, 1996              9,701       $  65      $ 46,735     $(44,292)      $ 2,508
  Employee stock purchase plan               36          -            324          -             324
  Capitalization of S-Corp earnings          -           -        (45,444)      45,444           -   
  Net Income                                 -           -            -          4,638         4,638 
  Distributions                              -           -            -         (4,886)       (4,886)
  Employee stock option plan                 -           -            459          -             459 
  Initial public offering                 2,400          16        22,470          -          22,486 
                                         ------       -----      --------     --------       -------
Balance at December 31, 1997             12,137       $  81      $ 24,544     $    904       $25,529 
                                         ------       -----      --------     --------       -------
  Net Income                                  -           -             -        7,477         7,477 
  Employee stock purchase plan               47           -           441            -           441
  Secondary offering                      1,350           9        23,092            -        23,101 
  Employee stock option plan                158           1         1,680            -         1,681 
  Treasury stock retired                     (2)          -           (21)          (2)          (23)
  Other                                      31           -             1            -             1 
                                         ------       -----      --------     --------       -------
Balance at September 30, 1998            13,721       $  91      $ 49,737     $  8,379       $58,207  
                                         ======       =====      ========     ========       =======

</TABLE>

See notes to unaudited condensed financial statements.

<PAGE>   6


                                    SPR Inc.
                  Unaudited Condensed Statements of Cash Flows
                                 (in thousands)
<TABLE>
<CAPTION>
                                                           Nine months
                                                       Ended September 30,
                                                     -----------------------
                                                        1997          1998
<S>                                                  <C>           <C>
Cash flows from operating activities:
  Net income for the period                          $   3,734     $   7,477
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
    Depreciation and amortization                          299           970
    Deferred taxes                                         -          (2,200)
    Expense related to grant of stock options              421           113
    Impairment loss on equipment                           -             240
    Increase in accounts receivable, net                (2,671)       (4,327)
    Increase in prepaid expenses and other                (784)         (493)
    Increase/(decrease) in accounts payable and other      814        (1,182)
    Increase in accrued expenses and deferred income     1,291         4,991
                                                     ---------     ---------
  Net cash provided by operating activities              3,104         5,589
                                                     ---------     ---------

Cash flows from investing activities:
  Purchases of property and equipment                     (910)       (3,013)
  Purchases of short-term investments                      -         (66,082)
  Sales/Maturity of short-term investments                 -          41,685
                                                     ---------     ---------
  Net cash used in investing activities                   (910)      (27,410)
                                                     ---------     ---------

Cash flows from financing activities:
  Payments on note payable - related party                (721)          -
  Distributions                                         (2,136)          -
  Proceeds from employee stock purchase and 
    option plans                                                       1,247
  Proceeds from the issuance of common stock,
    net of issuance costs                                             23,101
  Tax benefit from employee stock option plan                            762
  Net borrowings on line of credit and term loan         1,211           -
  Other cash flows from financing activities               -             (40)
                                                     ---------     ---------
  Net cash used in financing activities                 (1,646)       25,070
                                                     ---------     ---------

  Net increase in cash and cash equivalents                548         3,249
Cash and cash equivalents, beginning of period             356         2,133
                                                     ---------     ---------
Cash and cash equivalents, end of period             $     904     $   5,382
                                                     =========     =========

Supplemental disclosure of cash payments made for:
  Interest                                           $     170     $       3
  Income taxes                                              40         7,763
                                                     =========     =========
</TABLE>

See notes to unaudited condensed financial statements.
<PAGE>   7


                                    SPR INC.

                          NOTES TO UNAUDITED CONDENSED
                              FINANCIAL STATEMENTS


Note 1.  INTERIM FINANCIAL STATEMENTS

         The accompanying unaudited interim condensed financial statements of
SPR Inc. (the "Company") have been prepared by the Company in accordance with
generally accepted accounting principles for interim financial information and
in conjunction with the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements have been condensed or omitted pursuant to those
rules and regulations. However, the Company believes that the disclosures
contained herein are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December 31,
1997 in the Company's annual report on Form 10-K.

         The financial statements reflect, in the opinion of management, all
material adjustments (which include only normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
Certain items previously reported have been reclassified to conform with the
1998 presentation. The results of operations for the three months and nine
months ended September 30, 1998 are not necessarily indicative of the results
that may be expected for the full year.

Note 2.  DEFERRED INCOME

         The determination of deferred income is based on management's estimate
of the services to be performed related to completing the Company's Century Date
Compliance projects and Software Quality Services, and is adjusted as additional
or new information becomes available.

Note 3.  CHANGE IN ESTIMATE

         During the first quarter of 1998, the Company changed its estimate of
depreciable lives for computer equipment and software from five years to three
years as a result of continued improvements in technology. This change in
estimate reduced third quarter net income by $73,672, or approximately $0.01 per
diluted common share, and net income for the first nine months by $208,468, or
$0.02 per diluted common share.

Note 4.  CAPITAL STOCK AND EARNINGS PER SHARE

         The company's basic and diluted per share amounts for the three months
and nine months ended September 30, 1997 and 1998 are as follows:

                                       

<PAGE>   8

<TABLE>
<CAPTION>


                                                            THREE MONTHS ENDED
                                 ---------------------------------------------------------------------------
                                         SEPTEMBER 30,1997                         SEPTEMBER 30,1998
                                 ----------------------------------      -----------------------------------
                                   INCOME                 PER SHARE        INCOME                   PER SHARE
                               (IN THOUSANDS)   SHARES     AMOUNT      (IN THOUSANDS)   SHARES       AMOUNT
                                ------------    ------    ---------     ------------    ------      --------   
<S>                                <C>          <C>              <C>         <C>         <C>               <C>   
HISTORICAL
Historical Basic EPS:              $ 1,997      9,701,100        $ 0.21      $ 2,943     13,692,946        $ 0.21
   Income available to
     Common Stockholders
Effect of Dilutive Securities:
   Employee Compensation Plans           -        358,511         (0.01)           -        514,994             -
                                ==========     ==========    ==========   ==========     ==========    ==========
Historical Dilutive EPS:
   Income available to
     Common Stockholders
     plus assumed exercises        $ 1,997     10,059,611        $ 0.20      $ 2,943     14,207,940        $ 0.21
                                ==========     ==========    ==========   ==========     ==========    ==========




                                                             NINE MONTHS ENDED
                                 ---------------------------------------------------------------------------
                                         SEPTEMBER 30,1997                         SEPTEMBER 30,1998
                                 ----------------------------------      -----------------------------------
                                   INCOME                   PER SHARE        INCOME                   PER SHARE
                               (IN THOUSANDS)   SHARES       AMOUNT      (IN THOUSANDS)   SHARES       AMOUNT
                                ------------    ------      ---------     ------------    ------      ---------  
HISTORICAL
Historical Basic EPS:              $ 3,734      9,701,100        $ 0.38      $ 7,477     12,938,937        $ 0.58
                                ----------     ----------    ----------   ----------     ----------    ----------
   Income available to
     Common Stockholders
Effect of Dilutive Securities:
   Employee Compensation Plans           -        358,511         (0.01)           -        520,054         (0.02)
                                ----------     ----------    ----------   ----------     ----------    ----------
Historical Dilutive EPS:
   Income available to
     Common Stockholders
     plus assumed exercises        $ 3,734     10,059,611        $ 0.37      $ 7,477     13,458,991        $ 0.56
                                ==========     ==========    ==========   ==========     ==========    ==========

</TABLE>


         On May 5, 1998 the Company completed a follow-on offering of 3,315,000
shares of the Company's Common Stock. Of the amount of shares offered, 1,350,000
shares were sold by the Company and 1,965,000 shares were sold by certain
shareholders of the Company. The Company received net proceeds (net of the
underwriters' discounts and estimated offering expenses) of $23.1 million from
the follow-on offering.

         On August 3, 1998 the Company declared a three-for-two share
common stock split.  Shareholders received one additional share for every two 
shares held on the record date of August 14, 1998. Distributions of the
additional shares began on August 28, 1998.  Cash was paid in lieu of fractional
shares.  All shares and per share amounts reported in this filing have been
restated to reflect the three-for-two share common stock split.

NOTE 5 -- LEASE AGREEMENTS

The company leases its office facilities under operating lease agreements which
expire at various times through 2004. In addition, the Company leases certain
equipment under operating lease agreements.

In addition to the minimum future rental payments, the Company is obligated to
pay certain operating expenses relating to its leased properties and equipment.
Total expense under operating leases was approximately $472,153 and $776,380
for the nine months ended September 30, 1997 and 1998, respectively.

                                       


<PAGE>   9



The following is a schedule of minimum future rental payments required under the
operating leases:

<TABLE>
<CAPTION>

Year Ending December 31,
         <S>                                                                                                      <C>       
         1999  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,085,494
         2000  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1,183,241
         2001  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1,132,839
         2002  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1,054,077
         2003  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    811,905
                          Thereafter   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    492,884
                                                                                                                   ----------
         Total minimum payments required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,760,440
                                                                                                                   ==========
</TABLE>

                                       

<PAGE>   10



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

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, selected
statements of operations as a percentage of revenues:

<TABLE>
<CAPTION>

                                                      Three months              Nine months
                                                   Ended September 30,      Ended September 30,
                                                  ---------------------   ------------------------
                                                    1997        1998         1997         1998 

<S>                                                    <C>         <C>           <C>          <C> 
  Revenues                                             100%        100%          100%         100%
  Cost of services                                      59          58            60           59
                                                  ---------   ---------   -----------  -----------
        Gross profit                                    41          42            40           41
                                                  ---------   ---------   -----------  -----------
  Costs and expenses
        Selling                                          9           6             9            6
        Recruiting                                       3           2             3            2
        General and administrative  expenses            14          15            17           15
                                                  ---------   ---------   -----------  -----------
             Total costs and expenses                   26          23            29           23
                                                  ---------   ---------   -----------  -----------
  Operating income                                      15          19            11           18
  Other income                                          (0)          3            (1)           2
                                                  ---------   ---------   -----------  -----------
  Income before income taxes                            15          22            10           20
  Provision for income taxes                             6           9             4            8
                                                  =========   =========   ===========  ===========
  Net income                                             9%         13%            6%          12%
                                                  =========   =========   ===========  ===========
</TABLE>



         REVENUES. Revenues increased 58% to $22.4 million and 70% to $62.8
million in the third quarter and first nine months of 1998, respectively, from
$14.2 million and $36.9 million for the comparable 1997 periods. The increases
in the 1998 periods, versus 1997, were primarily the result of a significant
increase in the number of consultants employed by the Company, many of whom
completed the entry-level phase of the Information Technology Consultant (ITC)
Training Program in 1996, 1997, and 1998 and an increased number of engagements
for both new and existing clients. In 1998, a higher proportion of these
engagements encompassed project-focused, strategic planning projects yielding
higher rates, as compared with 1997.

         GROSS PROFIT. Gross profit increased 60% to $9.4 million in the third
quarter of 1998 from $5.9 million in the third quarter of 1997. Gross profit in
the first nine months of 1998 increased 77% to $25.9 million from $14.6 million
in the first nine months of 1997. Gross profit as a percentage of revenues
increased to 42% and 41% in the third quarter and first nine months of 1998,
respectively, from 41% and 40% for the comparable 1997 periods. The increases in
gross profit were primarily attributable to higher billing rates and higher
billing-to-consultant cost ratios, partially offset by management's estimates of
the services to be performed related to completing the 


                                       


<PAGE>   11

Company's projects and Software Quality Services. The higher billing rates were
realized as a result of the increase in project-focused, strategic planning
projects. The higher billing-to-consultant cost ratio was attributable to both
the placement of additional consultants who completed the entry-level phase of
the ITC Training Program and additional project managers.

         SELLING EXPENSES. Selling expenses increased 13% to $1.4 million in the
third quarter of 1998 from $1.2 million for the comparable 1997 quarter. For the
first nine months of 1998, selling expenses increased 16% to $3.8 million from
$3.3 million for the comparable 1997 period. This increase was primarily the
result of increased sales compensation due to the 58% and 70% increases in sales
in the third quarter and first nine months of 1998, respectively. The Company's
selling expenses as a percentage of revenues decreased to 6% in both the third
quarter and the first nine months of 1998 from 9% in both of the comparable 1997
periods, as a result of a change in the sales commission plan on January 1,
1998.

         RECRUITING EXPENSES. Recruiting expenses remained constant at $0.5
million in the third quarter of 1998, versus the third quarter of 1997. For the
first nine months of 1998, recruiting expenses increased 18% to $1.4 million
from $1.2 million for the first nine months of 1997. The increase during the
nine month period was primarily attributable to the hiring of an increased
number of consultants as compared with the corresponding 1997 period.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased 62% to $3.3 million and 57% to $9.7 million in the third
quarter and first nine months of 1998, respectively, from $2.1 million and $6.2
million for the comparable 1997 periods. The increases were primarily
attributable to employees added during the 1998 periods, increased general
salaries and management bonuses, expenses related to upgrading and utilizing the
Company's network and telecommunications systems, increased professional fees
for legal, accounting and investor relations, training costs associated
primarily with outside instructors for the entry-level phase of the ITC Training
Program, employee functions, and depreciation. The increases in the nine month
period were partially offset by charges in the second quarter of 1997, that did
not recur in 1998, for non-cash compensation related to the June 2, 1997 grant
of employee stock options, and bad-debt expense relating to a client that filed
for Chapter 11 bankruptcy.

         OTHER INCOME (EXPENSE). The increase in other income in each of the
third quarter and first nine months of 1998, as compared to the equivalent
periods in 1997, is primarily attributable to interest earned on investments of
available net proceeds from the Company's initial and follow-on public
offerings.

         PROVISION FOR INCOME TAXES. The Company's effective tax rate was 40%
for both the third quarter and first nine months of 1998. Prior to the initial
public offering, the Company elected to be taxed as an S Corporation. As a
result, income of the Company was taxable to the shareholders. On October 1,
1997, the Company's S Corporation status was terminated and the Company became a
C Corporation.


LIQUIDITY AND CAPITAL RESOURCES


                                       

<PAGE>   12

         On October 2, 1997, the Company completed an initial public offering of
4,485,000 shares of the Company's Common Stock. The Company sold 2,400,000
shares in the initial public offering. Net proceeds to the Company from the sale
of the 2,400,000 shares were approximately $22.5 million, after deducting
underwriting discounts and commissions of $1.8 million and offering expenses of
$1.3 million paid by the Company. The Company did not receive any of the
proceeds from the sale of shares by the selling stockholders.

         On May 5, 1998, the Company completed a follow-on public offering of
3,315,000 shares of the Company's Common Stock. The Company sold 1,350,000
shares in the follow-on public offering and received $23.1 million in net
proceeds from the sale of such shares.

         The remaining net proceeds of approximately $10.7 million from the
initial public offering, together with the $23.1 million from the follow-on
public offering, and cash from operations, are being temporarily invested in
short-term investment grade securities, certificates of deposit or direct or
guaranteed obligations of the United States Government. The Company believes
such funds will provide adequate cash to fund its anticipated cash needs for the
foreseeable future.

         At September 30, 1998, the Company had approximately $48.8 million of
cash and short-term investments and no debt. Receivables were 48 days of
revenues at September 30, 1998, versus 42 days of revenues at December 31, 1997.

         On August 3, 1998, the Company declared a three-for-two share common
stock split. Shareholders received one additional share for every two shares
held on the record date of August 14, 1998. Distribution of the additional
shares began on August 28, 1998. Cash was paid in lieu of fractional shares. All
shares and per share amounts reported in this filing have been restated to
reflect the three-for-two share common stock split.


YEAR 2000

         The Company has established a Year 2000 project team to review the
Company's computer hardware, operating system software, computer programs and
communications systems for any Year 2000 issues. The Year 2000 plan includes
testing the readiness of the Company's Virtual Insourcing Centers.

         The test plan was designed using the same methodology used by the
Company in completing its Century Date Compliance engagements. The methodology
incorporates four phases including preparation, surveying, planning, and
implementation.

         The process of completing the preparation phase has produced the
following items for Year 2000 compliance consideration:  1) the Company's
internal financial system suite, 2) software that is ancillary to the financial
suite, 3)  the Company's local and wide area network hardware and software, 4)
telecommunications equipment and software, 5)  equipment and software used in
connecting from the Company's Virtual Insourcing Centers to its clients, and 6)
third-party vendors, including building managers and communication line
providers.

                                       

<PAGE>   13

The following table reflects the methodology phases, and the completion status 
of each phase as it applies to the items identified by the preparation phase:

<TABLE>
<CAPTION>
<S>                          <C>                 <C>                     <C>                     <C>
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
                                Preparation            Surveying                Planning             Implementation
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
Financial Systems                 Complete              Complete                Complete             Est. Q1 - 1999
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
Ancillary Software                Complete           Est. Q4 - 1998          Est. Q4 - 1998          Est. Q1 - 1999
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
LAN/WAN                           Complete           Est. Q4 - 1998          Est. Q4 - 1998          Est. Q2 - 1999
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
Telecommunications                Complete           Est. Q4 - 1998          Est. Q4 - 1998          Est. Q4 - 1998
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
VIC Connectivity                  Complete           Est. Q4 - 1998          Est. Q4 - 1998          Est. Q2 - 1999
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
Third-party Vendors               Complete              Complete                Complete             Est. Q4 - 1998
---------------------------- ------------------- ----------------------- ----------------------- -----------------------
</TABLE>


         As to the Company's financial system suite, the Company has purchased
Year 2000 compliant software which will replace its current financial suite. The
financial suite is the only information technology system that is expected to
have a material impact on the Company's operations. Expected future costs of 
implementing this system, along with the ancillary systems are expected to be 
less than $100,000.

         During the remainder of 1998 and into the second quarter of 1999, the
project team will continue to employ the Company's methodology to address the
Year 2000 issue. Since most of the Company's infrastructure was deployed within
the last two years, costs of any remediation for the Year 2000 issues are
expected to be immaterial.

         After completion of the described activities, the Company will prepare
a contingency plan that will include a designated team to resolve any unforeseen
problems that arise as a result of Year 2000 issues.

         Cautionary Statement for Purposes of the "Safe Harbor" Provisions of
the Private Securities Litigation Reform Act of 1995

         The statements contained in the section captioned Management's
Discussion and Analysis of Financial Condition and Results of Operations which
are not historical are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
represent the Company's present expectations or beliefs concerning future
events. The Company cautions that such statements are qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements including statements pertaining to: (i) the expected
continued success of the Company's ITC Training Program, (ii) the Company's
future ability to effectively manage its consultant utilization rates and its
hourly consultant billing rates, (iii) the Company's ability to leverage its
Century Date Compliance expertise into providing other mass change and project
management services to its clients, (iv) successful management of engagement and
contract risks, and (v) the Company's ability to expand and develop additional
branch offices and Virtual Insourcing Centers. Results actually achieved thus
may differ materially from expected results included in these statements.

PART II - OTHER INFORMATION

ITEM 2.  Changes in Securities and Use of Proceeds

         On October 2, 1997, the Company completed an initial public offering 
of 4,485,000 shares of the Company's Common Stock.  The Company sold 2,400,000 
shares in the initial public offering.  Net proceeds to the Company from the 
sale of the 2,400,000 shares were approximately $22.5 million, after deducting 
underwriting discounts and commissions of $1.8 million and offering expenses of 
$1.3 million paid by the Company.  The Company did not receive any of the 
proceeds from the sale of shares by the selling stockholders.

         The remaining net proceeds of approximately $10.7 million from the 
initial public offering together with the $23.1 million from the May 5, 1998 
follow-on public offering, and cash from operations, are being temporarily 
invested in short-term investment grade securities, certificates of deposit or 
direct or guaranteed obligations of the United States Government.

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

         No reports on Form 8-K were filed by the Company during the quarter
ended September 30, 1998.

                                       

<PAGE>   14



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

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<CAPTION>

                                        SPR Inc.
<S>                                         <C>
Date: November 13, 1998                     By: /s/  ROBERT M. FIGLIULO
      -----------------------------             --------------------------------
                                                     Robert M. Figliulo
                                                     Chief Executive Officer and
                                                     Chairman of the Board of
                                                     Directors


Date: November 13, 1998                     By: /s/  STEPHEN J. TOBER
      -----------------------------             --------------------------------
                                                     Stephen J. Tober
                                                     Chief Operating Officer


Date: November 13, 1998                     By: /s/  STEPHEN T. GAMBILL
      -----------------------------             --------------------------------
                                                     Stephen T. Gambill
                                                     Chief Financial Officer
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