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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K/A

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 19, 1998

Commission file number: 000-23735

PRECEPT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)

Texas 75-2487353
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1909 Woodall Rodgers Freeway, Suite 500 75201
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (214) 754-6600

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ITEM I. ACQUISITION OR DISPOSITION OF ASSETS

On June 19, 1998, Precept Business Services, Inc. a Texas corporation
(the "Company" or "Precept"), through a wholly owned subsidiary, acquired all
of the issued and outstanding stock of MBF Corporation, a Louisiana
corporation ("MBF"), pursuant to that certain Stock Purchase Agreement dated
as of June 13, 1998 by and among the Company, Precept Business Products,
Inc., a Delaware corporation and a wholly owned subsidiary of the Company,
MBF and J.D. Greco, the President and sole stockholder of MBF.
Louisiana-based MBF is a single source distributor of printed products,
distribution services and information solutions.

On June 30, 1998, Precept, through a wholly owned subsidiary, acquired
all of the issued and outstanding stock of Mail/Source, Inc., a Louisiana
corporation ("Mail Source"), pursuant to that certain Stock Purchase
Agreement dated as of June 30, 1998 by and among Precept, Precept Business
Products, Inc., Mail Source and three trusts, each representing a son or
daughter of J.D. Greco. Louisiana-based Mail Source is a full service mail
fulfillment company serving customers primarily in the southeastern part of
the United States.

To the best knowledge of Precept, at the time of the acquisition of MBF
and Mail Source, there was no material relationship between (i) MBF and Mail
Source on the one hand and (ii) Precept, or any of its affiliates, its
shareholders, any director or officer of Precept, or any associate of such
director or officer on the other, except that J.D. Greco was a shareholder of
both MBF and Mail Source.

The aggregate consideration paid by Precept as a result of the
acquisition of MBF was $10,570,111 paid by the issuance of 3,796,735 shares
of Precept's Class A Common Stock, par value $.01. The aggregate
consideration paid by Precept as a result of the acquisition of Mail Source
was $959,711 paid by the issuance of 289,724 shares of Precept's Class A
Common Stock. The consideration for the acquisitions was determined by
arms-length negotiations between the parties to the stock purchase agreements.

The combined financial statements of MBF and Mail Source for the year
ended June 30, 1998 are presented in this report, along with the report of
the independent auditors. Since the acquisition of Mail Source was not
completed until June 30, 1998 and since it was not feasible to provide the
audited financial statements of the combined operations until present, this
report is considered by Precept to be a timely filing of the required
financial statements of the businesses acquired.

ITEM 7. FINANCIAL STATEMENTS

Item 7 (a) - Financial Statements of Businesses Acquired

MBF CORPORATION
MAIL/SOURCE, INC.
INDEX TO COMBINED FINANCIAL STATEMENTS

Description Page
----------- ----

Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . 4

Combined Balance Sheet at June 30, 1998 . . . . . . . . . . . . . . . 5

Combined Statement of Income and Changes in Retained Earnings for
the year ended June 30, 1998 . . . . . . . . . . . . . . . . . . . 6

Combined Statement of Cash Flows for the year ended June 30, 1998 . . 7

Notes to Combined Financial Statements. . . . . . . . . . . . . . . . 8

Report of Independent Auditors

Board of Directors
Precept Business Services, Inc.

We have audited the accompanying combined balance sheet as of June 30, 1998,
of the corporations listed in Note 1, and the related combined statements of
income and changes in retained earnings, and cash flows for the year then
ended. These financial statements are the responsibility of the companies'
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position at June 30, 1998, of
the corporations listed in Note 1, and the combined results of their
operations and changes in retained earnings, and cash flows for the year then
ended in conformity with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Dallas, Texas
August 31, 1998

MBF CORPORATION
MAIL/SOURCE, INC.
COMBINED BALANCE SHEET
JUNE 30, 1998

ASSETS

Current assets:
Cash $ 56,128
Trade accounts receivable, less allowance for doubtful accounts of
$9,700 1,832,036
Inventories 945,912
Other current assets 151,272
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Total current assets 2,985,348

Property and equipment, net 1,058,523
Other assets, primarily cash surrender value of life insurance 228,613
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Total assets $4,272,484
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----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 642,828
Accrued compensation and commissions 454,803
Sales and use taxes payable 315,854
Income taxes payable 113,827
Other accrued expenses 115,762
Long-term debt due within one year 52,908
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Total current liabilities 1,695,982
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Long-term debt:
Advance from Precept Business Services, Inc. 1,150,000
Notes payable 249,608
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Total long-term debt 1,399,608
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Commitments and contingencies

Shareholders' equity:
Common stock of MBF Corporation, $1.00 par value, 9,000 shares
issued and authorized 9,000
Common stock of Mail/Source, Inc., $1.00 par value, 900 shares
issues and authorized 900
Retained earnings 1,166,994
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Total shareholders' equity 1,176,894
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Total liabilities and shareholders' equity $4,272,484
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See accompanying notes to combined financial statements.

MBF CORPORATION
MAIL/SOURCE, INC.
COMBINED STATEMENT OF INCOME
AND CHANGES IN RETAINED EARNINGS
YEAR ENDED JUNE 30, 1998

Revenues from business products $19,213,227

Operating expenses:
Cost of goods sold 12,647,755
Sales commissions 2,698,117
Selling, general and administrative expenses 3,313,730
Depreciation and amortization 97,083
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Total operating expenses 18,756,685
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Operating income 456,542

Interest and other expense:
Interest expense 129,394
Other expense 1,985
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Total interest and other expense 131,379
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Income before provision for income taxes 325,163

Provision for income taxes 130,065
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Net income 195,098

Retained earnings, beginning of year 971,896
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Retained earnings, end of year $ 1,166,994
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See accompanying notes to combined financial statements.

MBF CORPORATION
MAIL SOURCE, INC.
COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30, 1998

Cash flows from operating activities:
Net income $ 195,098
Non-cash adjustments to net income:
Depreciation and amortization 97,083
Provision for doubtful accounts 9,716
Changes in operating assets and liabilities:
Trade accounts receivable (13,254)
Inventories (428,975)
Other current assets 25,405
Accounts payable 8,439
Accrued compensation and commissions payable 83,838
Sales and use taxes payable (4,597)
Income taxes payable 69,846
Other accrued expenses (132,316)
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Net cash flow provided by operating activities (89,717)
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Cash flows from investing activities:
Purchases of property and equipment (6,393)
Change in cash value of life insurance 43,642
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Net cash flow provided by investing activities 37,249
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Cash flows from financing activities:
Net repayments on long-term debt to banks (1,225,620)
Advance from Precept Business Services, Inc. 1,150,000
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Net cash flow used in financing activities (75,620)
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Decrease in cash (128,088)
Cash, beginning of year 184,216
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Cash, end of year $ 56,128
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Cash payments for:
Interest $ 129,394
Income taxes $ 88,216

See accompanying notes to combined financial statements.

MBF CORPORATION
MAIL/SOURCE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

During June 1998, Precept Business Services, Inc. ("Precept") acquired
MBF Corporation ("MBF") and Mail Source, Inc. ("Mail Source"). Precept
issued 4,086,459 shares of its class A common stock in exchange for all the
outstanding shares of common stock of MBF and Mail Source. Mail Source's
assets included certain land and office buildings previously owned by certain
trusts owned by the children of MBF's former majority shareholder. MBF's
corporate office and certain of its branch offices were located in the land
and office buildings contributed by the trusts ("Trust Assets").

The accompanying financial statements represent the combined financial
position, results of operations and cash flows of MBF and Mail Source,
collectively referred to as the "Company" or "MBF Combined," and are
presented at their historical basis. Although the acquisitions of MBF and
Mail Source occurred as separate transactions, the business operations of the
Company are treated as one combined entity because these operations were
under common control.

MBF is engaged in the forms management business. The forms management
business comprises arranging for the manufacture, storage and distribution of
business forms, computer supplies, advertising information, and other
business products for small to large corporate customers. MBF provides such
services in 9 states and 31 locations, primarily in the southeast and
southwest areas of the United States.

Mail Source is a full service mail fulfillment company that provides
printing, insertion and mailing services to small to large customers in the
same states and locations as MBF.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION AND CREDIT RISK - Revenue is recognized when the
Company ships goods to its customer. For items shipped directly to the
customer from the vendor, the Company recognizes revenue when the Company
receives notification that the vendor has shipped goods to the customer. For
certain customers, the Company enters into a business products management
agreement under which the customer requests the Company to hold and manage
customized products that the customer has ordered. Under this arrangement,
the Company generally recognizes the revenue at the time the goods are
received in its warehouse, which also represents the time title passes to the
customer.

Concentration of credit risk with respect to trade receivables is
limited due to the large number of customers and their geographic dispersion
in the southeast and southwest parts of the United States. The effects of
returns, discounts and other incentives are

MBF CORPORATION
MAIL/SOURCE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998

estimated and recorded at the time of shipment. Damaged or defective
products may be returned to the Company for replacement or credit. The
Company performs periodic credit evaluations of its customers and does not
require collateral. Historically, the Company has not experienced
significant losses related to individual customers or groups of customers in
any particular industry or geographic area. An allowance is maintained at a
level that management believes is sufficient to cover potential credit losses
on accounts receivable. No customer accounted for more than 10% of the
Company's revenue in the year ended June 30, 1998.

INVENTORIES - Inventories consist of products held for resale and are
valued at the lower of cost or market; cost is determined on first-in
first-out and specific identification methods. Market value is determined
based on replacement cost or net realizable value.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost.
Significant betterments or repairs that extend the useful lives of the assets
are capitalized. Depreciation and amortization are recorded primarily on a
double-declining basis over the estimated useful lives of the assets as
follows: buildings - 20 to 30 years; equipment - 5 to 7 years; and furniture
and fixtures - 7 years.

INCOME TAXES - The Company accounts for income taxes following the
liability method, which prescribes an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Deferred tax assets are recognized, net
of any valuation allowance, for deductible temporary differences and tax
operating loss and credit carryforwards.

USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying values of cash, accounts
receivable, cash surrender value of life insurance, accounts payable, accrued
expenses and long-term debt to banks approximate fair value due to the
short-term maturities of these assets and liabilities.

MBF CORPORATION
MAIL/SOURCE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

Land $ 61,000
Building 881,576
Furniture, fixtures and equipment 763,394
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1,705,970
Accumulated depreciation and amortization (647,447)
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$1,058,523
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NOTE 4 - LONG-TERM DEBT

When Precept acquired the Company, Precept repaid MBF's outstanding line
of credit balance and advanced the Company $1,150,000. Such advance bears
interest at prime, 8.5% at June 30, 1998, and is payable on demand. As of
June 30, 1998, Precept has represented that it does not intend to demand
repayment for at least fifteen months and, as a result, the advance from
Precept has been classified as a long-term liability in the Company's balance
sheet. All assets of the Company have been pledged by Precept as security
for Precept's revolving line of credit.

Notes payable includes a mortgage note payable to a bank of $238,338
that carries interest at 8.75% and is secured by assets with a net book value
of approximately $685,000 at June 30, 1998. The mortgage note payable is
classified as a long-term liability because Precept has the ability to
refinance the mortgage note as a long-term liability under Precept's revolver
credit agreement with its bank. Notes payable also includes equipment notes
payable to a bank of $64,178 that carry interest at an average of 8.65% and
are secured by equipment with a net book value of approximately $26,000 at
June 30, 1998. Principal payments on these equipment notes of $52,908 and
$11,270 are due in each of the next two years, respectively. As part of the
acquisition of the Company, Precept has guaranteed the equipment and mortgage
notes payable of the Company.

NOTE 5 - INCOME TAXES

The provision for income taxes consists of the following:

Current:
Federal $111,000
State 19,065
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Provision for income taxes $130,065
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MBF CORPORATION
MAIL/SOURCE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998

A reconciliation between the statutory U.S. federal income tax rate and
the Company's effective income tax rate follows:

Statutory federal income tax rate 34.0%
Expenses that are not deductible for income tax reporting 1.8%
State income taxes, net of federal income tax benefit 4.2%
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Effective income tax rate 40.0%
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There were no significant temporary differences between income and
expense items reported for financial and tax purposes.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

LEASES - The Company is obligated under noncancelable operating leases
for office space, warehouse space and equipment that expire at various times
through 2003. Annual minimum lease commitments under these leases amount to
$101,100, $100,800, $96,900, $71,700 and $54,600, respectively, in the
five-year period ended June 30, 2003.

Total rent expense amounted to $205,526 in the year ended June 30, 1998.

LITIGATION - There are various outstanding claims against the Company
arising in the normal course of business. The Company believes that these
claims are without merit and that any losses which might ultimately be
sustained by the Company would not be material to the financial position,
results of operations, or cash flows of the Company.

NOTE 8 - RELATED PARTY TRANSACTIONS

As of June 30, 1998, other current assets include $56,450 due from the
Company's former shareholder. This amount is due within the next year.

Item 7(c) - Exhibits

2.1 Stock Purchase Agreement by and among Precept Business Products,
Inc., Precept Business Services, Inc., MBF Corporation and J.D.
Greco dated June 13, 1998 (1)
2.2 Stock Purchase Agreement by and among Precept Business Products,
Inc., Precept Business Services, Inc., Mail/Source, Inc., Joseph D.
Greco, II Trust, Laurie Jan Greco Trust and Natalie Ann Greco Trust
dated June 30, 1998 (2)
23.1 Consent of Ernst & Young L.L.P.

(1) Filed as exhibit to Current Report on Form 8-K dated June 19, 1998.

(2) Filed herewith.

SIGNATURES

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

PRECEPT BUSINESS SERVICES, INC.

September 11, 1998 By:
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William W. Solomon, Jr.
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)