1
                                  UNITED STATES

                       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 FEBRUARY 29, 2000
                              -------------------

                                       OR

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

For the transition period _______________________ to __________________

Commission file number 0-9950
                      ---------

                                   TEAM, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Texas                                        74-1765729
- -------------------------------                     ----------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)


200 Hermann Drive, Alvin, Texas                             77511
- ----------------------------------------            ----------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code (281) 331-6154
                                                  ------------------------------

                     --------------------------------------

Indicate by checkmark 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
                      ---             ---

On April 4, 2000, there were 8,247,254 shares of the Registrant's common stock
outstanding.




   2

                                   TEAM, INC.

                                      INDEX



PART I.  FINANCIAL INFORMATION                                         Page No.
                                                                       --------
                                                                    

         Item 1. Financial Statements

                 Consolidated Condensed Balance Sheets --                 1
                  February 29, 2000 (Unaudited) and May 31, 1999

                 Consolidated Condensed Statements of Operations
                 (Unaudited) --                                           2
                  Three Months Ended
                  February 29, 2000 and February 28, 1999
                  Nine Months Ended
                  February 29, 2000 and February 28, 1999

                 Consolidated Condensed Statements of Cash Flows
                 (Unaudited) --                                           3
                  Nine Months Ended
                  February 29, 2000 and February 28 1999

                 Notes to Unaudited Consolidated Condensed
                 Financial Statements                                     4

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

         Item 3. Quantitative and Qualitative Disclosure                  9
                 about Market Risk



PART II. OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                        10




   3

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TEAM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS



                                                                                 FEBRUARY 29,       MAY 31,
                                                                                     2000            1999
                                                                                 ------------    ------------
                                                                                 (Unaudited)
                                                                                           
                                   ASSETS

Current Assets:
  Cash and cash equivalents                                                      $    710,000    $  1,035,000
  Accounts receivable, net of allowance for doubtful
    accounts of $216,000 and $297,000                                              12,716,000      10,726,000
  Inventories                                                                       7,670,000       8,566,000
  Income tax receivable                                                                     0          87,000
  Deferred income taxes                                                               709,000         709,000
  Prepaid expenses and other current assets                                           839,000         512,000
                                                                                 ------------    ------------
      Total Current Assets                                                         22,644,000      21,635,000
  Property, Plant and Equipment:
    Land and buildings                                                             10,028,000       9,996,000
    Machinery and equipment                                                        17,558,000      17,100,000
                                                                                 ------------    ------------
                                                                                   27,586,000      27,096,000
  Less accumulated depreciation and amortization                                   14,694,000      13,600,000
                                                                                 ------------    ------------
                                                                                   12,892,000      13,496,000
Goodwill, net of accumulated amortization
    of $305,000 and $100,000                                                       10,637,000      10,769,000
Other Assets                                                                        2,024,000       1,526,000
Restricted Cash                                                                       451,000         451,000
                                                                                 ------------    ------------
      Total Assets                                                               $ 48,648,000    $ 47,877,000
                                                                                 ============    ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt                                              $  1,627,000    $    948,000
  Accounts payable                                                                  1,819,000       1,104,000
  Other accrued liabilities                                                         3,045,000       3,735,000
  Income taxes payable                                                                415,000               0
                                                                                 ------------    ------------
      Total Current Liabilities                                                     6,906,000       5,787,000

Deferred income taxes                                                                 228,000         228,000
Long-term Debt and Other Obligations                                               19,272,000      20,518,000

Stockholders' Equity:
  Preferred stock, cumulative, par value $100 per share,
    500,000 shares authorized, none issued                                                  0               0
  Common stock, par value $.30 per share, 30,000,000 shares
    authorized, 8,256,954 and 8,213,652 shares issued at
    February 29, 2000 and May 31, 1999, respectively                                2,477,000       2,464,000
  Additional paid-in capital                                                       32,103,000      32,000,000
  Accumulated deficit                                                             (12,209,000)    (12,972,000)
  Unearned compensation                                                               (32,000)        (51,000)
  Treasury stock at cost, 9,700 shares                                                (97,000)        (97,000)
                                                                                 ------------    ------------
      Total Stockholders' Equity                                                   22,242,000      21,344,000
                                                                                 ------------    ------------
      Total Liabilities and Stockholders' Equity                                 $ 48,648,000    $ 47,877,000
                                                                                 ============    ============



       See notes to unaudited consolidated condensed financial statements.




                                      -1-
   4

TEAM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)



                                                     THREE MONTHS ENDED            NINE MONTHS ENDED
                                                 FEBRUARY 29,  FEBRUARY 28,    FEBRUARY 29,  FEBRUARY 28,
                                                    2000           1999           2000           1999
                                                 ------------  ------------    ------------  ------------
                                                                                 

Revenues                                         $16,503,000   $ 14,419,000    $48,250,000   $ 39,679,000
Operating expenses                                 9,765,000      8,614,000     27,766,000     23,248,000
                                                 -----------   ------------    -----------   ------------
Gross Margin                                       6,738,000      5,805,000     20,484,000     16,431,000
Selling, general and administrative expenses       5,814,000      5,055,000     18,027,000     14,598,000
Severance and other charge                                 0      1,241,000              0      1,241,000
                                                 -----------   ------------    -----------   ------------
Earnings (loss) before interest and taxes            924,000       (491,000)     2,457,000        592,000
Interest                                             404,000        238,000      1,192,000        543,000
                                                 -----------   ------------    -----------   ------------
Earnings (loss)  before income taxes                 520,000       (729,000)     1,265,000         49,000
Provision (benefit) for income taxes                 159,000       (172,000)       502,000        207,000
                                                 -----------   ------------    -----------   ------------
Net income (loss)                                $   361,000   $   (557,000)   $   763,000   $   (158,000)
                                                 ===========   ============    ===========   ============

Net income (loss) per common share:
  Basic                                          $      0.04   $      (0.07)   $      0.09   $      (0.02)
                                                 ===========   ============    ===========   ============
  Diluted                                        $      0.04   $      (0.07)   $      0.09   $      (0.02)
                                                 ===========   ============    ===========   ============

Weighted average number of shares outstanding:
  Basic                                            8,247,000      7,540,000      8,235,000      7,413,000
                                                 ===========   ============    ===========   ============
  Diluted                                          8,247,000      7,540,000      8,282,000      7,413,000
                                                 ===========   ============    ===========   ============



       See notes to unaudited consolidated condensed financial statements.



                                      -2-
   5


TEAM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                        NINE MONTHS ENDED
                                                                   FEBRUARY 29,   FEBRUARY 28,
                                                                       2000           1999
                                                                   ------------   ------------
                                                                            
Cash Flows from Operating Activities:
  Net income (loss)                                                $   763,000    $   (158,000)
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization                                    2,222,000       1,692,000
    Provision for amount due to former officers                              0         816,000
    Gain on sale of assets                                                   0         (43,000)
    Non-current deferred income taxes                                        0        (250,000)
    Change in assets and liabilities
      (Increase) decrease:
        Accounts receivable                                         (1,990,000)       (172,000)
        Inventories                                                    896,000         519,000
        Prepaid expenses and other current assets                     (327,000)        (42,000)
        Income taxes receivable                                         87,000               0
      Increase (decrease):
        Accounts payable                                               715,000         (91,000)
        Other accrued liabilities                                     (640,000)       (861,000)
        Income taxes payable                                           415,000        (157,000)
                                                                   -----------    ------------
Net cash provided by operating activities                            2,141,000       1,253,000

Cash Flows From Investing Activities:
  Capital expenditures                                              (1,086,000)     (1,982,000)
  Disposal of property and equipment                                    49,000         117,000
  Other                                                               (947,000)       (600,000)
  Acquisition of Climax, net of cash and equivalents acquired                0      (6,987,000)
  Payments of Climax notes payable at acquisition date                       0      (2,893,000)
                                                                   -----------    ------------
Net cash used in investing activities                               (1,984,000)    (12,345,000)

Cash Flows From Financing Activities:
  Payments under debt agreements and other long-term obligations      (617,000)     (5,553,000)
  Proceeds from issuance of long-term debt                                   0      12,137,000
  Issuance of common stock                                             135,000       3,453,000
                                                                   -----------    ------------
Net cash provided by (used in) financing activities                   (482,000)     10,037,000
                                                                   -----------    ------------

Net decrease in cash and cash equivalents                             (325,000)     (1,055,000)
Cash and cash equivalents at beginning of year                       1,035,000       1,355,000
                                                                   -----------    ------------
Cash and cash equivalents at end of period                         $   710,000    $    300,000
                                                                   ===========    ============

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                         $ 1,178,000    $    433,000
                                                                   ===========    ============
  Income taxes paid                                                $   264,000    $    858,000
                                                                   ===========    ============



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
  In connection with the acquisition of Climax Portable Machine Tools, Inc.,
  effective August 31, 1998, the Company issued 200,000 shares of its common
  stock with an assigned value of $4.00 per share. During the nine months ended
  February 28, 1999 the Company received a $35,000 note receivable (in addition
  to $12,000 cash) in connection with the sale of land.

       See notes to unaudited consolidated condensed financial statements.



                                      -3-
   6

                           TEAM, INC. AND SUBSIDIARIES

                    NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS

1. Method of Presentation

   General

       The interim financial statements are unaudited, but in the opinion of
   management, reflect all adjustments, consisting only of normal recurring
   adjustments, necessary for a fair presentation of results for such periods.
   The consolidated condensed balance sheet at May 31, 1999 is derived from the
   May 31, 1999 audited consolidated financial statements. The results of
   operations for any interim period are not necessarily indicative of results
   for the full year. These financial statements should be read in conjunction
   with the financial statements and notes thereto contained in the Company's
   annual report for the fiscal year ended May 31, 1999.

   New Accounting Standards

       In June 1998, the Financial Accounting Standards Board (FASB) issued
   statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
   Derivative Instruments and Hedging Activities," which establishes accounting
   and reporting standards for derivative instruments, including certain
   derivative instruments embedded in other contracts, and for hedging
   activities. SFAS No. 133 is effective for all fiscal quarters of fiscal years
   beginning after June 15, 2000. The Company is currently analyzing this
   statement to determine the impact on the Company's financial position,
   results of operations, and cash flows.

2. Dividends

       No dividends were paid during the first nine months of fiscal 2000 or
   1999. Pursuant to the Company's Credit Agreement, the Company may not pay
   quarterly dividends without the consent of its senior lender. Future dividend
   payments will depend upon the Company's financial condition and other
   relevant matters.



3. Long-Term Debt and Other Obligations

      Long-term obligations consist of:



                                  February 29,     May 31,
                                     2000           1999
                                  ------------  -----------
                                          

Revolving credit agreement        $ 7,690,000   $ 7,470,000
Term notes                         10,874,000    11,307,000
Capital lease obligations             166,000       238,000
Agreements with former officers     1,410,000     1,657,000
Deferred compensation                 451,000       451,000
Other                                 308,000       343,000
                                  -----------   -----------
                                   20,899,000    21,466,000
Less current portion                1,627,000       948,000
                                  -----------   -----------
      Total                       $19,272,000   $20,518,000
                                  ===========   ===========




                                       -4-
   7
       Effective August 26, 1998, the Company entered into a new credit facility
   with a new primary lender in the amount of $24,000,000. This new facility
   provides for (i) a $12,500,000 revolving loan, (ii) $9,500,000 in term loans
   for business acquisitions and (iii) a $2,000,000 mortgage loan to refinance
   existing real estate indebtedness. Amounts borrowed under the revolving
   credit loan are due September 30, 2001. Amounts borrowed against the term
   loans are due in quarterly installments in the amount of $339,000 beginning
   December 31, 1999, with the remaining principal balance to be paid on the
   term loans maturity date of September 30, 2003. Amounts borrowed against the
   mortgage loan are to be repaid in quarterly installments in the amount of
   $31,000 beginning December 31, 1998, with the remaining principal balance to
   be paid on the mortgage loan maturity date of September 30, 2008. Amounts
   outstanding under this facility bear interest at a marginal rate over the
   LIBOR rate or prime rate. The marginal rate is based on the Company's level
   of funded debt to cash flow, and ranges from 1.50% to 2.50% over the LIBOR
   rate and from 0.00% to 0.50% over the prime rate. The effective rate on
   outstanding borrowings under the new agreement is approximately 8.1%.

       In October 1998, the Company entered into an interest rate swap
   transaction on $4,500,000 of the outstanding term loans, exchanging a
   floating LIBOR rate (5.3% at the time of the swap) for a fixed rate of 5.19%.
   The maturity of this swap agreement is September 30, 2003. In December 1998,
   the Company executed two additional swap transactions related to $1,800,000
   borrowed against the mortgage loan and to $2,000,000 of the amount
   outstanding under the revolver. A floating LIBOR rate (5.25% at the time of
   these swap transactions) was exchanged for fixed rates of 5.24% and 5.19% on
   the $1,800,000 and $2,000,000 notional amounts, respectively. The maturity of
   these swap agreements is December 31, 2001.

       Loans under the Company's bank credit facility are collateralized by
   substantially all of the assets of the Company. The terms of the agreement
   require the maintenance of certain financial ratios and limit investments,
   liens, leases and indebtedness, among other things. At February 29, 2000, the
   Company was in compliance with all credit facility covenants.

4. Earnings Per Share

       The following table is a reconciliation of the numerators and
   denominators of the basic and diluted earnings per share computations:




                                   Three months ended February 29, 2000          Three months ended February 28, 1999
                                ------------------------------------------    -------------------------------------------
                                  Income           Shares       Per-Share       Income            Shares        Per-Share
                                (Numerator)    (Denominator)      Amount      (Numerator)      (Denominator)     Amount
                                -----------    -------------    ----------    -----------      -------------    ---------
                                                                                              

Basic EPS:
  Net income                     $361,000        8,247,000        $0.04        $(557,000)        7,540,000        $(0.07)
Effect of Dilutive Securities:
  Options                              --               --                            --                --
                                 --------        ---------                     ---------         ---------
Diluted EPS:
  Net income                     $361,000        8,247,000        $0.04        $(557,000)        7,540,000        $(0.07)
                                 ========        =========                     =========         =========





                                  Nine months ended February 29, 2000         Nine months ended February 28, 1999
                                ---------------------------------------    -----------------------------------------
                                  Income         Shares       Per-Share      Income           Shares       Per-Share
                                (Numerator)   (Denominator)    Amount      (Numerator)     (Denominator)    Amount
                                -----------   -------------   ---------    -----------     -------------   ---------
                                                                                         
Basic EPS:
  Net income                     $763,000       8,235,000       $0.09       $(158,000)       7,413,000       $(0.02)
Effect of Dilutive Securities:
  Options                              --          47,000                          --               --
                                 --------       ---------                   ---------        ---------
Diluted EPS:
  Net income                     $763,000       8,282,000       $0.09       $(158,000)       7,413,000       $(0.02)
                                 ========       =========                   =========        =========


                                      -5-
   8

5. Industry Segment Information

       The Company adopted SFAS No. 131, "Disclosure about Segments of an
   Enterprise and Related Information," in fiscal 1999. SFAS No. 131 requires
   that the Company disclose certain information about its operating segments
   where operating segments are defined as "components of an enterprise about
   which separate financial information is available that is evaluated regularly
   by the chief operating decision maker in deciding how to allocate resources
   and in assessing performance." Generally, financial information is required
   to be reported on the basis that is used internally for evaluating segment
   performance and deciding how to allocate resources to segments.

       Pursuant to SFAS No. 131, the Company has two reportable segments:
   industrial services and equipment sales and rentals. The industrial services
   segment includes services consisting of leak repair, hot tapping, emissions
   control monitoring, field machining, and mechanical inspection. The equipment
   sales and rental segment consists of the Climax business.

       The Company evaluates performance based on earnings before interest and
   income taxes. Inter-segment sales from Equipment Sales and Rentals to
   Industrial Services of $354,000 and $4,000 for the three months ended
   February 29, 2000 and February 28, 1999 and $453,000 and $271,000 for the
   nine months ended February 29, 2000 and February 28, 1999 are eliminated in
   the following schedule. Interest is not allocated to the segments.

   THREE MONTHS ENDED FEBRUARY 29, 2000



                                   Industrial       Equipment        Corporate
                                    Services      Sales& Rentals      & Other            Total
                                   -----------    --------------    -----------       -----------
                                                                          

Revenues                           $13,806,000      $2,697,000      $         0       $16,503,000
                                   ===========      ==========      ===========       ===========
Earnings before interest & taxes     1,729,000         194,000         (999,000)          924,000
Interest                                     0               0          404,000           404,000
                                   -----------      ----------      -----------       -----------
Earnings before income taxes         1,729,000         194,000       (1,403,000)          520,000
                                   ===========      ==========      ===========       ===========
Depreciation and amortization          435,000         177,000           99,000           711,000
                                   ===========      ==========      ===========       ===========
Capital expenditures                   397,000         114,000                0           511,000
                                   ===========      ==========      ===========       ===========
Identifiable assets                $35,940,000      $8,018,000      $ 4,690,000       $48,648,000
                                   ===========      ==========      ===========       ===========




   THREE MONTHS ENDED FEBRUARY 28, 1999



                                   Industrial        Equipment      Corporate
                                    Services      Sales & Rentals    & Other           Total
                                   -----------    ---------------   -----------     ------------
                                                                        

Revenues                           $11,916,000      $2,503,000      $         0     $14,419,000
                                   ===========      ==========      ===========     ============
Earnings before interest & taxes     1,435,000         220,000       (2,146,000)       (491,000)
Interest                                     0               0          238,000         238,000
                                   -----------      ----------      -----------     ------------
Earnings before income taxes         1,435,000         220,000       (2,384,000)       (729,000)
                                   ===========      ==========      ===========     ============
Depreciation and amortization          359,000         184,000          109,000         652,000
                                   ===========      ==========      ===========     ============
Capital expenditures                   125,000          18,000           49,000         192,000
                                   ===========      ==========      ===========     ============
Identifiable assets                $23,792,000      $8,747,000      $ 6,027,000     $38,566,000
                                   ===========      ==========      ===========     ============




                                      -6-
   9


   NINE MONTHS ENDED FEBRUARY 29, 2000




                                   Industrial         Equipment        Corporate
                                    Services       Sales & Rentals      & Other             Total
                                   -----------     ---------------    -----------        -----------
                                                                             

Revenues                           $40,528,000       $7,722,000       $         0        $48,250,000
                                   ===========       ==========       ===========        ===========
Earnings before interest & taxes     4,985,000          350,000        (2,878,000)         2,457,000
Interest                                     0                0         1,192,000          1,192,000
                                   -----------       ----------       -----------        -----------
Earnings before income taxes         4,985,000          350,000        (4,070,000)         1,265,000
                                   ===========       ==========       ===========        ===========
Depreciation and amortization        1,287,000          637,000           298,000          2,222,000
                                   ===========       ==========       ===========        ===========
Capital expenditures                   808,000          252,000            26,000          1,086,000
                                   ===========       ==========       ===========        ===========
Identifiable assets                $35,940,000       $8,018,000       $ 4,690,000        $48,648,000
                                   ===========       ==========       ===========        ===========




   NINE MONTHS ENDED FEBRUARY 28, 1999



                                       Industrial         Equipment        Corporate
                                        Services       Sales & Rentals      & Other             Total
                                       -----------     ---------------    -----------        -----------
                                                                                 

Revenues                               $34,921,000       $4,758,000       $         0        $39,679,000
                                       ===========       ==========       ===========        ===========
Earnings before interest & taxes         4,912,000          184,000        (4,504,000)           592,000
Interest                                         0                0           543,000            543,000
                                       -----------       ----------       -----------        -----------
Earnings before income taxes             4,912,000          184,000        (5,047,000)            49,000
                                       ===========       ==========       ===========        ===========
Depreciation and amortization            1,030,000          338,000           324,000          1,692,000
                                       ===========       ==========       ===========        ===========
Capital expenditures                     1,118,000           64,000           800,000          1,982,000
                                       ===========       ==========       ===========        ===========
Identifiable assets                    $23,792,000       $8,747,000       $ 6,027,000        $38,566,000
                                       ===========       ==========       ===========        ===========




                                      -7-
   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED FEBRUARY 29, 2000 COMPARED
   TO THREE MONTHS ENDED FEBRUARY 28, 1999

Revenues for the quarter ended February 29, 2000 were $16.5 million compared to
$14.4 million for the corresponding period of the preceding year. $1.7 million
of the $2.1 million increase is attributable to the inclusion of X Ray
Inspection, Inc., ("XRI"), in Team's operating results for the 2000 period. (XRI
was acquired in April 1999 and, consequently, was not included in the third
quarter 1999 results).

Earnings before interest and taxes, ("EBIT"), were $924 thousand in the 2000
quarter, an increase of $1.4 million from the loss before interest and taxes of
$491 thousand reported in the 1999 quarter. The 1999 results reflected a special
charge against earnings of $1.2 million for severance and other costs. Without
regard to the 1999 special charge, EBIT in the 2000 quarter would have been
improved over the 1999 quarter by $174 thousand, which is primarily a result of
the inclusion of inspection services in operating results.

Interest expense in the 2000 quarter was $404 thousand compared to $238 thousand
in the same quarter of 1998. The $166 thousand increase is directly associated
with borrowings in connection with the XRI acquisition and increases in interest
rates over the past year. Income tax expense in the 2000 quarter reflects the
recognition of $150 thousand in tax refunds associated with pre-acquisition
periods.

NINE MONTHS ENDED FEBRUARY 29, 2000 COMPARED
  TO NINE MONTHS ENDED FEBRUARY 28, 1999

Revenues for the nine months ended February 29, 2000 of $48.3 million were 21.6%
greater than the $39.7 million reported in 1999. The increase is primarily
attributable to the inclusion, in 2000, of the operating results of XRI and of
Climax Portable Machine Tools, Inc., ("Climax"), which were both acquired in the
fiscal year ended May 31, 1999. Operating results for the nine months of 1999 do
not include XRI results and Climax results are only included for the six months
in the 1999 year-to-date results.

As reported in Form 10-Q for the quarter ended August 31, 1999, first quarter
revenues and profits of the industrial services segment were negatively impacted
by a softening in the market for the Company's traditional services,
particularly in the refining and petrochemical industries. The second quarter of
1999 reflected improved trends in market conditions with traditional industrial
service revenues increasing by $892 thousand over the first quarter ended August
31, 1999. Third quarter revenues for the industrial services segment were
virtually identical to the second quarter. The improvements in the past two
quarters have caused industrial service revenues for the nine months ended
February 29, 2000 (excluding XRI) to be relatively flat as compared to the same
period of 1999. XRI's inspection services contributed $6 million to industrial
service revenues in the 2000 period.


EBIT for the nine months ended February 29, 2000, was $2.5 million, or $1.9
million more than the same period of 1999. $1.2 million of the improvement was a
result of the special charge taken in 1999, as discussed above. XRI results
accounted for an increase of $898 thousand and Climax accounted for an increase
of $166 thousand. Corporate general and administrative costs were reduced $385
thousand in the 2000 period as compared to 1999, offsetting the impact of the
$787 thousand decline in EBIT in traditional industrial services -- which
principally occurred in the first quarter ended August 31, 1999. As discussed
above, the first quarter decline in industrial services profitability was due to
a softening in the market for the Company's traditional services while, at the
same time, field based personnel were being added to support new field machining
and technical bolting service lines. In August 1999, overall personnel levels
were reduced to meet

                                      -8-
   11

the requirements of existing business conditions, which contributed to the
improvement in second and third quarter 2000 results.

LIQUIDITY AND CAPITAL RESOURCES

     At February 29, 2000, the Company's liquid working capital (cash and
accounts receivable, less current liabilities) totaled $6.5 million, an increase
of approximately $500 thousand since May 31, 1999. The Company utilizes excess
operating funds to automatically reduce the amount outstanding under the
revolving credit facility. At February 29, 2000, the outstanding balance under
the revolving credit facility was $7.7 million and approximately $3.6 million
was available to borrow under the facility.

     In the opinion of management, cash flow from operations, cash balances and
available borrowings will be sufficient for the foreseeable future to finance
anticipated working capital requirements, capital expenditures and debt service
requirements.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

      Certain forward-looking information contained herein is being provided in
accordance with the provisions of the Private Securities Litigation Reform Act.
Such information is subject to certain assumptions and beliefs based on current
information known to the Company and is subject to factors that could result in
actual results differing materially from those anticipated in the
forward-looking statements contained herein. Such factors include domestic and
international economic activity, interest rates, market conditions for the
Company's customers, regulatory changes and legal proceedings, and the Company's
successful implementation of its internal operating plans. Accordingly, there
can be no assurance that the forward-looking statements contained herein will
occur or that objectives will be achieved.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The Company holds certain floating-rate obligations. The exposure of these
obligations to increase in short-term interest rates is limited by interest rate
swap agreements entered into by the Company. There were no material quantitative
or qualitative changes during the first nine months of fiscal 2000 in the
Company's market risk sensitive instruments.



                                      -9-
   12

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      (27) Financial Data Schedule

(b)   Reports on Form 8-K

      No reports on Form 8-K were filed this quarter.



                                      -10-
   13

                                    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 thereto duly authorized.


                                         TEAM, INC
                                         (Registrant)


Date:  April 12, 2000

                                         /s/ PHILIP J. HAWK
                                         --------------------------------------
                                         Philip J. Hawk
                                         Chief Executive Officer and Director

                                         /s/ TED W. OWEN
                                         --------------------------------------
                                         Ted W. Owen, Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer and
                                         Principal Accounting Officer)



                                      -11-
   14

                                  EXHIBIT INDEX



Exhibit
Number         Description
- ------         -----------
            

(27)           Financial Data Schedule.