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  December 31, 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              0-20405          

                                IOS CAPITAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                          23-2493042    
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                      1738 Bass Road, Macon, Georgia 31210
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (912) 471-2300
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                         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 ___        

*  Applicable  only to issuers  involved in  bankruptcy  proceedings  during the
preceding five years:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes ___    No ___        

* Applicable only to corporate issuers:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of January 31, 1999.

Common Stock, $.01 par value per share                             1,000 shares
Registered Debt Outstanding as of January 31, 1999               $1,714,750,000

The registrant,  an indirect wholly owned  subsidiary of IKON Office  Solutions,
Inc. ("IKON"), meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-Q and is,  therefore,  filing with the reduced  disclosure format
contemplated thereby.


                                      INDEX

                                IOS CAPITAL, INC.



PART I.  FINANCIAL INFORMATION


      Item 1.              Financial Statements (Unaudited)

                           Balance Sheets--December 31, 1998 and
                           September 30, 1998

                           Statements of Income--Three months ended
                           December 31, 1998 and December 31, 1997

                           Statements of Cash Flows--Three months ended
                           December 31, 1998 and December 31, 1997

                           Notes to Financial Statements--December 31, 1998


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


PART II.  OTHER INFORMATION


      Item 6.              Exhibits and Reports on Form 8-K



SIGNATURES


                         PART I . FINANCIAL INFORMATION


Item 1: Financial Statements (unaudited)


                                IOS CAPITAL, INC.
                                 BALANCE SHEETS
               (in thousands, except share and per share amounts)



                                                     December 31,     September 30,
                                                         1998             1998
                                                     -----------      -----------
Assets
                                                                        
Investment in leases:
     Direct financing leases                         $ 1,584,300      $ 2,002,012
     Less: Unearned income                              (264,124)        (343,211)
                                                     -----------      -----------
                                                       1,320,176        1,658,801
     Funded leases, net                                  599,935          592,827
                                                     -----------      -----------
                                                       1,920,111        2,251,628

Retained interest in lease receivables                   109,935
Cash                                                                        2,621
Accounts receivable                                       67,860           63,066
Due  from  IKON Office Solutions                          17,175           52,060
Prepaid expenses and other assets                         42,590           14,224
Leased equipment-operating rentals at cost
     less accumulated depreciation of:
     12/98 - $47,049; 9/98 - $ 43,411                     70,860           76,551
Property and equipment at cost, less
     accumulated depreciation of:
     12/98 - $6,065; 9/98 - $ 5,596                       10,902           11,491
                                                     -----------      -----------
Total assets                                         $ 2,239,433      $ 2,471,641
                                                     ===========      ===========

Liabilities and shareholder's equity

Liabilities:
     Accounts payable and accrued expenses           $    78,079      $    59,206
     Accrued interest                                      7,781           33,467
     Notes payable to banks                                               100,000
     Medium term notes                                 1,714,750        1,849,750
     Deferred income taxes                               105,630           95,115
                                                     -----------      -----------
Total liabilities                                      1,906,240        2,137,538

Shareholder's equity:
     Common Stock - $.01 par value, 1,000 shares
         authorized, issued, and outstanding
     Contributed capital                                 119,415          149,415
     Retained earnings                                   212,809          184,688
     Accumulated other comprehensive income                  969
                                                     -----------      -----------
Total shareholder's equity                               333,193          334,103
                                                     -----------      -----------
Total liabilities and shareholder's equity           $ 2,239,433      $ 2,471,641
                                                     ===========      ===========


See notes to financial statements.


                                IOS CAPITAL, INC.
                              STATEMENTS OF INCOME
                                 (in thousands)


                                           Three Months Ended
                                               December 31
                                          -------------------
                                            1998        1997
                                            ----        ----

Revenues:
     Lease finance income                 $60,527     $51,479
     Rental income                          9,842       9,051
     Interest on IKON tax deferrals         4,196       3,661
     Other income                           3,477       2,235
                                          -------     -------
                                           78,042      66,426

Expenses:
     Interest                              29,202      25,865
     General and administrative            17,032      17,771
                                          -------     -------
                                           46,234      43,636

Gain on sales of investment in leases      16,676         564
                                          -------     -------

Income before taxes                        48,484      23,354

Provision for income taxes
     Current                                9,848       2,575
     Deferred                              10,515       7,000
                                          -------     -------
                                           20,363       9,575
                                          -------     -------

Net income                                $28,121     $13,779
                                          =======     =======


See notes to financial statements.


                                IOS CAPITAL, INC.
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)


                                                              Three Months Ended
                                                                 December 31,
                                                          ------------------------
                                                             1998            1997
                                                          ---------      ---------
Operating activities:
                                                                         
Net income                                                $  28,121      $  13,779
Adjustments to reconcile net income to net
     cash provided by operating activities
        Depreciation and amortization                         8,760          8,092
        Provision for deferred taxes                         10,515          7,000
        Gain on sale of investment in leases                (16,676)          (564)
        Changes in operating assets and liabilities:
           Accounts receivable                               (4,794)        (8,049)
           Prepaid expenses and other assets                  2,153            610
           Accounts payable and accrued expenses             12,685          2,500
           Accrued interest                                 (25,686)       (20,395)
                                                          ---------      ---------
                            Net cash provided                15,078          2,973
                                                          ---------      ---------

Investing activities:
Purchases of leased equipment, net                           (2,601)       (18,782)
Disposals of property and equipment, net of additions           121             54
Direct financing leases:
     Additions                                             (323,208)      (285,578)
     Cancellations                                           76,257         51,870
     Collections                                            187,820        128,893
     Proceeds from sale                                     281,135         25,760
Funded leases:
     Additions                                              (41,782)      (110,139)
     Cancellations                                            9,858         20,005
     Collections                                             24,816         53,917
                                                          ---------      ---------
                            Net cash provided (used)        212,416       (134,000)
                                                          ---------      ---------

Financing activities:
Payments on bank borrowings                                (100,000)             0
Proceeds from issuance of medium term notes                       0        248,500
Payments on medium term notes                              (135,000)       (85,000)
Capital contributed by IKON                                       0          5,000
Dividend to IKON                                            (30,000)             0
                                                          ---------      ---------
                            Net cash (used) provided       (265,000)       168,500
                                                          ---------      ---------

(Decrease) increase in amounts due from IKON                (37,506)        37,473
Cash and Due from IKON at beginning of year                  54,681          4,463
                                                          ---------      ---------
Due from IKON at end of period                            $  17,175      $  41,936
                                                          =========      =========


See notes to financial statements.



                                IOS Capital, Inc.
                          Notes to Financial Statements
                                December 31, 1998

Note 1:    Basis of Presentation

           The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the financial statements and
footnotes thereto included in the Company's report on Form 10-K for the year
ended September 30, 1998. Certain prior year amounts have been reclassified to
conform with the current year presentation.


Note 2:    Medium Term Note Program

           During the three months ended December 31, 1998, IOS Capital issued
no medium term notes under its $3.5 billion medium term note program. At
December 31, 1998, $1,714.8 million of medium term notes were outstanding with a
weighted average interest rate of 6.5%. The remaining amount available under
this program is $1,123.3 million.


Note 3: Asset Securitization

         In December 1998, the Company entered into an asset securitization
transaction whereby it sold $366.6 million in direct financing lease receivables
for $250 million in cash and a retained interest in the remainder. The agreement
is for an initial three year term with certain renewal provisions and was
structured as a revolving asset securitization so that as collections reduce
previously sold interests in this new pool of leases, additional leases can be
sold up to $250 million. The terms of the agreement provide that the Company
continues to service the lease portfolio for the securitization provider. At
December 31, 1998, the interest-only strip of $27.9 million related to the sale
is included in prepaid expenses and other assets and the servicing obligation of
$5.5 million is included in accounts payable and accrued expenses. The Company
recognized a pretax gain of $14.3 million during the first quarter of fiscal
1999 on this agreement.

         The Company has additional asset securitization agreements for $275
million of eligible direct financing receivables that expire in March 1999
($125 million) and September 1999 ($150 million). Both of these agreements are
expected to be renewed. These agreements are also structured as revolving
securitizations, whereby additional leases can be sold as collections reduce the
previously sold interests. During the first quarter of fiscal 1999, collections
reduced previously sold interests on these two agreements and the $250 million
transaction, described above, by $31.1 million. The Company sold an additional
$31.1 million in net eligible direct financing leases and recognized a pretax
gain of $2.4 million.


                                IOS Capital, Inc.
                      Notes to Financial Statements (Cont.)
                                December 31, 1998

Note 4:  Comprehensive Income

         As of October 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS
130 establishes rules for the reporting and presentation of comprehensive income
and its components. SFAS 130 requires mark to market adjustments on the retained
interest on lease receivables to be included in other comprehensive income.

         Total comprehensive income is as follows (in thousands):
                                                          Three Months Ended
                                                             December 31   
                                                      -------------------------
                                                        1998             1997
                                                        ----             ----
         Net income                                   $28,121          $13,779
         Mark to market adjustment, net of tax            969              
                                                      -------          -------
         Total comprehensive income                   $29,090          $13,779
                                                      =======          =======


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

Pursuant to General  Instruction I(2)(a) of Form 10-Q, the following analysis of
the results of operations is presented in lieu of  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations.

Impact of Year 2000

State of Readiness. The Year 2000 issue is the result of computer programs being
written using two digits rather than four to define the applicable  year. Any of
the Company's computer programs or hardware that have date-sensitive software or
embedded technology (non-IT systems) may recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business  activities.  The potential for a problem exists with
all  computer  hardware  and  software,  as well as in  products  with  embedded
technology: copiers and fax machines; security and HVAC systems; voice/telephony
systems; elevators, etc.

IKON has appointed a Year 2000 Corporate  Compliance  Team, which has prepared a
compliance  program  for all  business  units,  including  the  Company,  and is
responsible  for  coordination  and  inspecting  compliance  activities  in  all
business units. The compliance program requires all business units and locations
in every country to inventory potentially affected systems and products,  assess
risk, take any required corrective actions, test and certify compliance.  IKON's
Year  2000  Testing  and  Certification   Guidelines  delineate  the  Year  2000
compliance process, testing and quality assurance guidelines,  certification and
reporting processes and contingency planning. An independent  consulting company
has reviewed the compliance  program and any  appropriate  recommendations  have
been  implemented.  All  internal  IT  systems  and  non-IT  systems  have  been
inventoried.  The Company has  completed the  assessment  phase of its Year 2000
project.  The remediation  phase is  approximately  69% complete and the testing
phase and validation phase is approximately 9% complete. The Company anticipates
completing the Year 2000 project no later than October 31, 1999,  which is prior
to any anticipated material impact on its operating systems.

Costs. The Company will use both internal and external resources to reprogram or
replace,   test  and  implement  its  IT  and  non-IT   systems  for  Year  2000
modifications. The Company does not separately track the internal costs incurred
on the Year 2000 project.  Such costs are principally  payroll and related costs
for its  internal  IT  personnel.  The  total  cost of the  Year  2000  project,
excluding these internal costs, is estimated at $1.4 million and is being funded
through  operating  cash flows,  all of which will be expensed as  incurred.  To
date, the Company has expensed  approximately  $751,000 related to its Year 2000
project.

Risks. Management believes,  based on the information currently available to it,
that the most  reasonably  likely  worse case  scenario  that could be caused by
technology  failures  relating to the Year 2000 could pose a significant  threat
not  only  to  the  Company,  IKON,  its  customers  and  suppliers,  but to all
businesses. Risks include:

o    Legal risks, including customer, supplier, employee or shareholder lawsuits
     over failure to deliver contracted services, product failure, or health and
     safety issues.
o    Loss of revenues due to failure to meet customer quality expectations.
o    Increased operational costs due to manual processing, data corruption or
     disaster recovery.
o    Inability to bill or invoice.

The cost of the project  and the date on which IKON and the  Company  believe it
will  complete  the Year  2000  modifications  are  based in  management's  best
estimates,  which were derived  using  numerous  assumptions  of future  events,
including the continued  availability  of certain  resources and other  factors.
However,  there can be no guarantee  that these  estimates  will be achieved and
actual results could differ materially from those anticipated.  Specific factors
that might cause such material  differences include, but are not limited to, the
availability  and cost of personnel  trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.

Contingency Plans. IKON's Guidelines require that contingency plans be developed
and  validated in the event that any  critical  system  cannot be corrected  and
certified  before the system's failure date. The Company and IKON expect to have
contingency  plans in place by October 31, 1999. In addition,  IKON is forming a
rapid response team as part of its IT group that will respond to any operational
problems during the Year 2000 date change period.


                 Three Months Ended December 31, 1998 Compared 
                  with the Three Months Ended December 31, 1997

Comparative summarized results of operations for the three months ended December
31,  1998 and 1997 are set forth in the table  below.  This table also shows the
increase or decrease in the dollar  amounts of major  revenue and expense  items
between periods, as well as the related percentage increase.


                                                              Three Months
(dollars in thousands)                                      Ended December 31             Increase  (Decrease)
                                                         1998              1997           Amount      Percent
                                                                                               
Revenues:
     Lease finance income                              $60,527           $51,479          $9,048         17.6%
     Rental income                                       9,842             9,051             791          8.7%
     Interest on IKON tax deferrals                      4,196             3,661             535         14.6%
     Other income                                        3,477             2,235           1,242         55.6%
                                                     ---------         ---------       ---------
                                                        78,042            66,426          11,616         17.5%
Expenses:
     Interest                                           29,202            25,865           3,337         12.9%
     General and administrative                         17,032            17,771            (739)        (4.2%)
                                                     ---------         ---------       ---------
                                                        46,234            43,636           2,598          6.0%

Gain on sale of investment in leases                    16,676               564          16,112       2856.7%
                                                     ---------         ---------       ---------

Income before taxes                                     48,484            23,354          25,130        107.6%
Provision for income taxes                              20,363             9,575          10,788        112.7%
                                                     ---------         ---------       ---------
Net income                                          $   28,121        $   13,779      $   14,342        104.1%
                                                     =========         =========       =========


Revenues

Total revenues  increased  $11.6 million or 17.5% in the first quarter of fiscal
1999 compared to the first quarter of fiscal 1998.  Approximately  77.9% or $9.0
million of this  increase in revenues  was a result of increased  lease  finance
income due to continued  growth in the portfolio of direct  financing and funded
leases.  The lease portfolio,  net of lease  receivables that were sold in asset
securitization transactions,  increased 3.9 % from December 31, 1997 to December
31, 1998, including the retained interest in the leases sold.

Office  equipment placed on rental by the IKON  marketplaces to customers,  with
cancelable  terms, may be purchased by the Company.  During the first quarter of
fiscal 1999 and 1998, IOS Capital  purchased  operating  lease equipment of $5.7
million and $19.5  million,  respectively.  Operating  leases  contributed  $9.8
million in rental income  during the first  quarter of fiscal 1999,  compared to
$9.1 million in the first quarter of fiscal 1998. Effective October 1, 1998, the
Company has limited the funding of rental equipment to the IKON  marketplaces to
select accounts.

The Company earns  interest  income on the deferred tax  liabilities of the IKON
marketplaces  associated  with  leases  funded  through  the  Company  at a rate
consistent  with  the  Company's  weighted  average  outside  borrowing  rate of
interest.  The  Company's  average rate was 6.4% for the first quarter of fiscal
1999  compared to 6.6% for the first  quarter of fiscal  1998.  The deferred tax
base upon which these payments are  calculated  increased 7.0% to $254.3 million
at December 31, 1998 from $237.6  million at December  31, 1997.  Primarily as a
result of the increased  deferred tax  liabilities,  interest income on deferred
taxes rose $535,000 or 14.6% when  comparing the three months ended December 31,
1998 to the three months ended December 31, 1997.

Other income  consists  primarily of late  payment  charges and various  billing
fees. The structure of these fees has remained  basically  unchanged from fiscal
1998.  The growth in other  income from fees is primarily  due to the  increased
size of the lease portfolio upon which these fees are based. Overall, fee income
from these  sources  grew by $1.2  million or 55.6%,  when  comparing  the first
quarter of fiscal 1999 to the same period of fiscal 1998.

Expenses

Borrowings  to finance the lease  portfolio  in the form of loans from banks and
the issuance of medium term notes in the public market decreased by .9% from the
prior year, with $1,714.8 million outstanding at December 31, 1998. The decrease
was the result of the asset  securitization  in  December  1998.  Excluding  the
securitization,  debt would have increased $234 million,  or 13.5%.  The Company
paid a weighted  average  interest  rate on all  borrowings of 6.4% in the first
quarter of fiscal 1999 compared to 6.6% in the first quarter of fiscal 1998. The
increased  borrowings  prior to the  securitization  in December  1998, net of a
decrease  in the  overall  average  interest  rate,  resulted  in an increase in
interest expense of $3.3 million,  or 12.9%, when comparing the first quarter of
fiscal 1999 to the first  quarter of fiscal  1998.  At December  31,  1998,  the
Company's debt to equity ratio,  including  intercompany  amounts due from IKON,
was 5.1 to 1.

Total general and  administrative  expenses for the quarter  ended  December 31,
1998  decreased by $739,000 or 4.2%,  compared to the quarter ended December 31,
1997. The general and  administrative  expense  category in the first quarter of
fiscal 1999  includes  depreciation  expense on leased  equipment  totaling $8.3
million,  compared to $7.7  million  for the first  quarter of fiscal  1998.  In
addition,   lease   bonus   subsidy   payments   included  in  the  general  and
administrative expense category were $2.8 million in the first quarter of fiscal
1999 compared to $3.8 million in the first quarter of fiscal 1998. Excluding the
effects of increased  depreciation expense on operating leases and a decrease in
lease bonus subsidy  payments,  remaining  general and  administrative  expenses
decreased by $424,000 or 6.7% when comparing the first quarter of fiscal 1999 to
the first quarter of fiscal 1998, as the Company continues to control its costs.

Gain on Sale of Investment in Leases

In December 1998, the Company entered into an asset  securitization  transaction
whereby it sold $366.6 million in direct  financing  lease  receivables for $250
million in cash and a retained  interest in the remainder.  The agreement is for
an initial three year term with certain renewal provisions and was structured as
a revolving asset  securitization so that as collections  reduce previously sold
interests in this new pool of leases,  additional  leases can be sold up to $250
million.  The terms of the  agreement  provide  that the  Company  continues  to
service  the  lease  portfolio  for the  securitization  provider.  The  Company
recognized  a pretax gain of $14.3  million  during the first  quarter of fiscal
1999 on this agreement.
                  

The Company has additional asset securitization agreements for $275 million of
eligible direct financing receivables that expire in March 1999 ($125 million)
and September 1999 ($150 million). Both of these agreements are expected to be
renewed. These agreements are also structured as revolving securitizations,
whereby additional leases can be sold as collections reduce the previously sold
interests. During the first quarter of fiscal 1999, collections reduced
previously sold interests on these two agreements and the $250 million
transaction, described above, by $31.1 million. The Company sold an additional
$31.1 million in net eligible direct financing leases and recognized a pretax
gain of $2.4 million.

Income Before Taxes

Income  before  taxes for the first  quarter of fiscal 1999  increased  by $25.1
million or 107.6% over the first quarter of fiscal 1998. This increase in income
before taxes was essentially the effect of the gain on the asset  securitization
completed in the first quarter of fiscal 1999, higher earnings on a larger lease
portfolio  base and decreased  general and  administrative  expenses,  partially
offset by higher borrowing costs.

Provision for Income Taxes

Income taxes for the first quarter of fiscal 1999  increased by $10.8 million or
112.7% over the first  quarter of fiscal 1998.  This increase in income taxes is
directly  attributable  to the  increase  in  income  before  taxes in the first
quarter  of fiscal  1999  compared  to the first  quarter  of fiscal  1998.  The
effective  tax rate was 42% for the first quarter of fiscal 1999 and 41% for the
first quarter of 1998.

                           FORWARD-LOOKING INFORMATION

This  document  includes or  incorporates  by  reference  information  which may
constitute  forward-looking  statements  about the registrant or IKON within the
meaning of  federal  securities  laws.  Although  the  Registrant  believes  the
expectations  contained in such  forward-looking  statements are reasonable,  no
assurances  can be  given  that  such  expectations  will  prove  correct.  Such
forward-looking  information  is based upon the  Registrant  and IKON's  current
plans or expectations and is subject to a number of risks and uncertainties that
could  significantly  affect  the  Registrant's  and/or  IKON's  current  plans,
anticipated   actions  and  future  financial   condition  and  results.   These
uncertainties  and risks  include,  but are not  limited to,  those  relating to
IKON's successfully  managing the integration of acquired  companies,  including
companies with technical  services and products that are relatively new to IKON,
and also including companies outside the United States, which present additional
risks relating to international operations;  risks and uncertainties (applicable
to both  the  Registrant  and  IKON)  relating  to  conducting  operations  in a
competitive environment; delays, difficulties, technological changes, management
transition  and employment  issues  (applicable to both the Registrant and IKON)
with consolidation of business operations;  risks and uncertainties  relative to
potential Year 2000 deficiencies associated with internal systems (applicable to
both the  Registrant  and  IKON)  and  IKON's  distributed  products;  risks and
uncertainties  relating  to  material  litigation;   debt  service  requirements
(applicable  to  both  the  Registrant  and  IKON)   including   sensitivity  to
fluctuation  in  interest  rates;   and  general  economic   conditions.   As  a
consequence,  current plans,  anticipated actions and future financial condition
and results may differ  materially from those  expressed in any  forward-looking
statements made by or on behalf of the Registrant or IKON.

                           PART II. OTHER INFORMATION



Item 6.      Exhibits and Reports on Form 8-K

      (a)    The following Exhibits are furnished pursuant to Item 601 of
             Regulation S-K:

             Exhibit No. (27) Financial Data Schedule

      (b)    Reports on Form 8-K

             On November 5, 1998, the registrant filed a Current Report on Form
             8-K to file, under Item 5 of the form, information contained in a
             press release of its parent, IKON Office Solutions, Inc. (IKON),
             dated November 4, 1998 concerning IKON's earnings for the fiscal
             quarter and year ended September 30, 1998.

                                   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. This report has also been signed by the
undersigned in his capacity as the chief accounting officer of the Registrant.


                                                   IOS CAPITAL, INC.


Date      February 12, 1998                        /s/ Harry G. Kozee 
          -----------------                        ------------------------
                                                   Harry G. Kozee
                                                   Vice President - Finance
                                                   (Chief Accounting Officer)


                                Index to Exhibits



Exhibit Number

        (27)               Financial Data Schedule