SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) June 29, 1998

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


          DELAWARE                File No. 0-20405            23-2493042
- ----------------------------      ----------------          --------------
(State or other jurisdiction      (Commission File           (IRS Employer
     of incorporation)            Number)                    Identification
                                                             Number)



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


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

 

                                Not Applicable
         ------------------------------------------------------------
         (Former name or former address, if changed since last report)

 
Item 5.  Other Events.
         ------------ 

     On June 29, 1998, the Registrant's parent, IKON Office Solutions, Inc.
("IKON"), issued a press release indicating that it anticipates earnings will be
significantly lower than the First Call consensus estimate of $0.34 per share
for the quarter ending June 30, 1998.  IKON expects to release third quarter
earnings on July 22, 1998.

     This Report includes or incorporates by reference information which may
constitute forward-looking statements about the Registrant or IKON made pursuant
to the safe harbor provisions of the 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 on the
Registrant's or IKON's current plans or expectations, and is subject to 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 successful management of an aggressive program to acquire and integrate
new 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 transitions and employment issues (applicable
to both the Registrant and IKON) associated with a large-scale transformation
project; 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.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------ 

     (c)   Exhibits.
           -------- 

     (99)  IKON's Press Release dated June 29, 1998

 
                                   SIGNATURE



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


                                             IOS CAPITAL, INC.



                                             By:  /s/ Harry Kozee
                                                 ----------------
                                                 Harry  Kozee
                                                 Vice President - Finance
 



Dated: June 29, 1998

 
                                Index to Exhibit
                                ----------------


     (99)  IKON's Press Release dated June 29, 1998