content: 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 June 30, 1999 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 333-71073
  
                                IKON Receivables, LLC
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                     23-2990188
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                     Identification No.)
  
                   1738 Bass Road, P.O. Box 9115, Macon, GA 31208
                      (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 issuer's classes of common
  stock, as of the latest practicable date. (Not applicable)
  
  Registered Debt Outstanding as of July 31, 1999               $672,106,059.06
  
  The registrant, an indirect wholly owned subsidiary of IKON Office Solutions,
  Inc. ("IKON"), meets the conditions set forth in General Instruction H(1)(a) and
  (b) of Form 10-Q and is, therefore, filing with the reduced disclosure format
  contemplated thereby.
  
  <PAGE>
                                        INDEX
  
                                IKON RECEIVABLES, LLC
  
  
  
  PART I.  FINANCIAL INFORMATION
  
  
        Item 1.              Financial Statements (Unaudited)
  
                             Balance Sheet--June 30, 1999
  
                             Statement of Income--April 6, 1999 to
                                    June 30, 1999
  
                             Statement of Cash Flows--April 6, 1999 to
                                    June 30, 1999
  
                             Notes to Financial Statements--June 30, 1999
  
  
        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
  
  
  <PAGE>
                           PART I . FINANCIAL INFORMATION
  
  
  Item 1: Financial Statements (unaudited)
  
  
                                IKON RECEIVABLES, LLC
                                    BALANCE SHEET
                                   (in thousands)
  
  <TABLE>
  <CAPTION>
                                                                        June 30,
                                                                         1999
                                                               ---------------------
  Assets
  
  Investment in leases:
  <S>                                                                      <C>
        Direct financing leases                                            $920,304
        Less: Unearned income                                              (140,069)
                                                               ---------------------
                                                                            780,235
  
  Cash                                                                            1
  Restricted cash                                                            33,433
  Due from IKON                                                             684,153
  Accounts receivable                                                        27,549
  Prepaid expenses and other assets                                           3,340
                                                               ---------------------
  Total assets                                                           $1,528,711
                                                               =====================
  
  Liabilities and member's equity
  
  Liabilities:
        Accounts payable and accrued expenses                                   $89
        Accrued interest                                                      1,645
        Lease-backed notes                                                  696,537
                                                               ---------------------
  Total liabilities                                                         698,271
  
  Member's equity:
        Contributed capital                                                 822,505
        Retained earnings                                                     7,935
                                                               ---------------------
  Total member's equity                                                     830,440
                                                               ---------------------
  Total liabilities and member's equity                                  $1,528,711
                                                               =====================
  </TABLE>
  
  
  See notes to financial statements.
  
  
  <PAGE>
                                IKON RECEIVABLES, LLC
                                 STATEMENT OF INCOME
                                   (in thousands)
  
  
  
  <TABLE>
  <CAPTION>
                                                                                 April 6, 1999
                                                                                    through
                                                                                 June 30, 1999
                                                                               ------------------
  
  Revenues:
  <S>                                                                                    <C>
       Lease finance income                                                              $13,031
       Other income                                                                          182
                                                                               ------------------
                                                                                          13,213
  
  Expenses:
       Interest expense                                                                    4,530
       General and administrative expenses - IOS Capital                                     748
                                                                               ------------------
                                                                                           5,278
  
  Net income                                                                              $7,935
                                                                               ==================
  
  </TABLE>
  
  
  See notes to financial statements.
  
  
  <PAGE>
                                IKON RECEIVABLES, LLC
                               STATEMENT OF CASH FLOWS
                                   (in thousands)
  
  <TABLE>
  <CAPTION>
                                                                                 April 6, 1999
                                                                                    through
                                                                                 June 30, 1999
                                                                          ----------------------------
  Operating activities:
  <S>                                                                               <C>
  Net income                                                                                   $7,935
  Adjustments to reconcile net income to net
        cash used in operating activities:
             Changes in operating assets and liabilities:
                 Accounts receivable                                                          (27,549)
                 Prepaid expenses and other assets                                             (1,029)
                 Accounts payable and accrued expenses                                             89
                 Accrued interest                                                               1,645
                                                                          ----------------------------
                                        Net cash used                                         (18,909)
                                                                          ----------------------------
  
  Investing activities:
  Collections on lease receivables                                                             42,269
                                                                          ----------------------------
                                        Net cash provided                                      42,269
                                                                          ----------------------------
  
  Financing activities:
  Proceeds from issuance of leased-back notes                                                 749,331
  Payments on lease-backed notes                                                              (55,105)
  Capital contribution                                                                              1
  Deposit to restricted cash                                                                  (33,433)
                                                                          ----------------------------
                                        Net cash provided                                     660,794
                                                                          ----------------------------
  
  Increase in Cash and amounts Due from IKON                                                 $684,154
                                                                          ============================
  </TABLE>
  
  
  
  See notes to financial statements.
  
  <PAGE>
                                IKON Receivables, LLC
                            Notes to Financial Statements
                                    June 30, 1999
  
  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.
  
  Note 2:  Organization
  
           IKON Receivables, LLC (the "Company") is a special purpose Delaware
  limited liability company, all of the membership interests in which are held by
  IKON Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited
  liability company. All of the membership interests in the Sole Member are owned
  by IOS Capital, Inc. ("IOS Capital"), a wholly owned finance subsidiary of IKON
  Office Solutions, Inc. ("IKON"), a publicly traded office technology company
  with fiscal 1998 revenues of $5.6 billion. The Company was organized in the
  State of Delaware on January 20, 1999 and is managed by IKON Receivables
  Funding, Inc. (the "Manager").
  
             The Company was organized to engage exclusively in the following
  business and financial activities: to purchase or acquire from IKON, or any
  subsidiary or affiliate of IKON, any right to payment, whether constituting an
  account, chattel paper, instrument or general intangible, and certain related
  property (other than equipment) and rights (collectively, "Lease Receivables"),
  and hold, sell, transfer, pledge or otherwise dispose of Lease Receivables or
  interests therein; to enter into any agreement related to any Lease Receivables
  that provides for the administration, servicing and collection of amounts due on
  such Lease Receivables and to enter into any interest rate hedging arrangements
  in connection therewith; to distribute Lease Receivables or proceeds from Lease
  Receivables and any other income to its Sole Member; and to engage in any lawful
  act or activity and to exercise any power that is incidental and necessary or
  convenient to the foregoing and permitted under Delaware law.
  
             Neither the Sole Member nor the Manager is liable for the debts,
  liabilities, contracts or other obligations of the Company solely by reason of
  being the Sole Member or Manager of the Company.
  
             The Company's organizational documents require it to operate in such
  a manner that it should not be consolidated in the bankruptcy estate of the Sole
  Member, IOS Capital, or IKON, should any of these entities become subject to
  such a proceeding. The Company is legally separate from each of the foregoing
  entities and the assets of the Company, including, without limitation, the Lease
  Receivables, are not available to the creditors of the Sole Member, IOS Capital,
  or IKON.
  
  Note 3:  Capital Contributions
  
             The Sole Member made an initial cash capital contribution of $1,000
  to the Company on April 6, 1999. Subsequently, the Sole Member contributed a
  segregated pool of $819,572,000 of office equipment leases or contracts and
  related assets (the "1999-1 Asset Pool") to the Company as an initial transfer
  of leases to the Company. An additional $14,543,000 of leases were added to the
  1999-1 Asset Pool after the initial transfer though June 30, 1999 as
  substitutions for leases that were cancelled or defaulted.
  
  <PAGE>
                                IKON Receivables, LLC
                        Notes to Financial Statements (cont.)
                                    June 30, 1999
  
  
  Note 4: Lease-backed Notes
  
           On May 19, 1999, the Company issued $304,474,000 aggregate principal
  amount of 5.11% Lease-Backed Notes, Class A-1 (the "Class A-1 Notes"),
  $61,579,000 aggregate principal amount of 5.60% Lease-Backed Notes, Class A-2
  (the "Class A-2 Notes"), $304,127,000 aggregate principal amount of 5.99%
  Lease-Backed Notes, Class A-3 (the "Class A-3 Notes"), and $81,462,000 aggregate
  principal amount of 6.23% Lease-Backed Notes, Class A-4 (the "Class A-4 Notes"
  and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3
  Notes, the "1999-1 Notes"). The 1999-1 Notes were issued pursuant to an
  Indenture dated as of April 1, 1999 between the Company and Harris Trust and
  Savings Bank, as Indenture Trustee. The 1999-1 Notes are secured solely by the
  1999-1 Asset Pool, which includes a portfolio of chattel paper composed of
  leases, leases intended as security agreements and installment sales contracts
  acquired or originated by IOS Capital (the "1999-1 Leases") (together with the
  equipment financing portion of each periodic rental payment due under the 1999-1
  Leases on or after the opening of business on April 1, 1999), and all related
  casualty payments, retainable deposits, and termination payments. The 1999-1
  Notes have certain credit enhancement features available to noteholders
  including a reserve account, an overcollateralization account and a
  noncancellable insurance policy from Ambac Assurance Corporation with respect to
  the 1999-1 Notes.
  
           Payments on the 1999-1 Notes are due on the fifteenth day of each month
  (or if that is not a Business Day, the next succeeding Business Day), commencing
  on June 15, 1999. The 1999-1 Notes bear interest from May 25, 1999 at the
  respective fixed per annum interest rates specified above. The interest rate is
  calculated on the basis of a year of 360 days comprised of twelve 30-day months
  (except in the case of the Class A-1 Notes, for which interest will be
  calculated on the basis of a year of 360 days and the actual number of days in
  the interest period) payable on the payment date. On each payment date, to the
  extent funds are available therefore from the collection of the lease
  receivables, principal payments will be made to noteholders in the following
  priority: (i) to the Class A-1 Noteholders only, until the outstanding principal
  amount on the Class A-1 Notes has been reduced to zero, then (ii) to the Class
  A-2 noteholders only, until the outstanding principal amount on the Class A-2
  Notes has been reduced to zero, then (iii) to the Class A-3 noteholders only,
  until the outstanding principal amount on the Class A-3 Notes has been reduced
  to zero, and then (iv) to the Class A-4 noteholders, until the outstanding
  principal amount on the Class A-4 Notes has been reduced to zero. Each class of
  1999-1 Notes will be payable in full on the applicable stated maturity date,
  which is as follows: Class A-1 Notes - June 2000, Class A-2 Notes, Class A-3
  Notes and Class A-4 Notes - May 2005. However, if all payments are made on the
  1999-1 Leases as scheduled, final payment on the 1999-1 Notes will be earlier
  than the stated maturity dates. The Company may, on any payment date, redeem the
  1999-1 Notes when the total discounted lease balance is less than or equal to
  10% of the total discounted lease balance as of April 1, 1999.
  
           IOS Capital services the 1999-1 Leases pursuant to an Assignment and
  Servicing Agreement by and among IOS Capital, as Originator and Servicer, the
  Sole Member, as Seller, and the Company, as Issuer. IOS Capital may delegate its
  servicing responsibilities to one or more sub-servicers, but such delegation
  does not relieve IOS Capital of its liabilities with respect thereto. IOS
  Capital retains possession of the 1999-1 Leases and related files, and receives
  a monthly service fee from the Company for servicing the 1999-1 Leases.
  
  
  <PAGE>
                                IKON Receivables, LLC
                        Notes to Financial Statements (cont.)
                                    June 30, 1999
  
  
  Note 5:  Restricted Cash
  
           Cash related to the 1999-1 Leases is held in segregated accounts
  pending distribution to the holders of the 1999-1 Notes and is restricted in its
  use.
  
  Note 6:  Income Taxes
  
           As a limited liability company, the Company will be treated as a
  disregarded entity for tax purposes. The Company, the Sole Member and IOS
  Capital will be treated as a single entity for tax purposes. The Company's
  income and losses are passed through to the Sole Member and, accordingly, no
  provision for income taxes has been recorded.
  
  
  
  <PAGE>
  Item 2: Management's Discussion and Analysis of Financial Condition and
  Results of Operations
  
  Pursuant to General Instruction H(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.
  
  IKON Receivables, LLC (the "Company") is a special purpose Delaware limited
  liability company, all of the membership interests in which are held by IKON
  Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited
  liability company. All of the membership interests in the Sole Member are owned
  by IOS Capital, Inc. ("IOS Capital"), a wholly owned finance subsidiary of IKON
  Office Solutions, Inc. ("IKON"), a publicly traded office technology company
  with fiscal 1998 revenues of $5.6 billion. The Company was organized in the
  State of Delaware on January 20, 1999 and is managed by IKON Receivables
  Funding, Inc. (the "Manager").
  
  On May 19, 1999, the Company issued $304,474,000 aggregate principal amount of
  5.11% Lease-Backed Notes, Class A-1 (the "Class A-1 Notes"), $61,579,000
  aggregate principal amount of 5.60% Lease-Backed Notes, Class A-2 (the "Class
  A-2 Notes"), $304,127,000 aggregate principal amount of 5.99% Lease-Backed
  Notes, Class A-3 (the "Class A-3 Notes"), and $81,462,000 aggregate principal
  amount of 6.23% Lease-Backed Notes, Class A-4 (the "Class A-4 Notes" and,
  together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
  "1999-1 Notes"). The 1999-1 Notes were issued pursuant to an Indenture dated as
  of April 1, 1999 between the Company and Harris Trust and Savings Bank, as
  Indenture Trustee. The 1999-1 Notes are secured solely by the 1999-1 Asset Pool,
  which includes a portfolio of chattel paper composed of leases, leases intended
  as security agreements and installment sales contracts acquired or originated by
  IOS Capital (the "1999-1 Leases") (together with the equipment financing portion
  of each periodic rental payment due under the 1999-1 Leases on or after the
  opening of business on April 1, 1999), and all related casualty payments,
  retainable deposits, and termination payments. The 1999-1 Notes have certain
  credit enhancement features available to noteholders including a reserve
  account, an overcollateralization account and a noncancellable insurance policy
  from Ambac Assurance Corporation with respect to the 1999-1 Notes.
  
  Payments on the 1999-1 Notes are due on the fifteenth day of each month (or if
  that is not a Business Day, the next succeeding Business Day), commencing on
  June 15, 1999. The 1999-1 Notes bear interest from May 25, 1999 at the
  respective fixed per annum interest rates specified above. The interest rate is
  calculated on the basis of a year of 360 days comprised of twelve 30-day months
  (except in the case of the Class A-1 Notes, for which interest will be
  calculated on the basis of a year of 360 days and the actual number of days in
  the interest period) payable on the payment date. On each payment date, to the
  extent funds are available therefore from the collection of the lease
  receivables, principal payments will be made to noteholders in the following
  priority: (i) to the Class A-1 Noteholders only, until the outstanding principal
  amount on the Class A-1 Notes has been reduced to zero, then (ii) to the Class
  A-2 noteholders only, until the outstanding principal amount on the Class A-2
  Notes has been reduced to zero, then (iii) to the Class A-3 noteholders only,
  until the outstanding principal amount on the Class A-3 Notes has been reduced
  to zero, and then (iv) to the Class A-4 noteholders, until the outstanding
  principal amount on the Class A-4 Notes has been reduced to zero. Each class of
  1999-1 Notes will be payable in full on the applicable stated maturity date,
  
  <PAGE>
  
  which is as follows: Class A-1 Notes - June 2000, Class A-2 Notes, Class A-3
  Notes and Class A-4 Notes - May 2005. However, if all payments are made on the
  1999-1 Leases as scheduled, final payment on the 1999-1 Notes will be earlier
  than the stated maturity dates. The Company may, on any payment date, redeem the
  1999-1 Notes when the total discounted lease balance is less than or equal to
  10% of the total discounted lease balance as of April 1, 1999.
  
  IOS Capital services the 1999-1 Leases pursuant to an Assignment and Servicing
  Agreement by and among IOS Capital, as Originator and Servicer, the Sole Member,
  as Seller, and the Company, as Issuer. IOS Capital may delegate its servicing
  responsibilities to one or more sub-servicers, but such delegation does not
  relieve IOS Capital of its liabilities with respect thereto. IOS Capital retains
  possession of the 1999-1 Leases and related files, and receives a monthly
  service fee from the Company for servicing the 1999-1 Leases.
  
  Interest income earned on the Asset Pool is expected to offset interest expense
  on the Notes, amortization of debt issuance costs and discount on the notes and
  the fees charged by IOS Capital for servicing the Asset Pool and providing
  administrative services to the Company. For the period April 6, 1999 (date the
  Company commenced operations) to June 30, 1999, income generated from the Asset
  Pool was approximately $13.0 million, other income earned was $.2 million, while
  interest expense during this period was $4.5 million and administrative expenses
  were $.7 million. Collections on the lease receivables since inception through
  June 30, 1999 have been approximately $42.3 million. The Company repaid $55.1
  million of principal on the Class A-1 Notes on the June 15, 1999 payment date.
  The Company's portfolio of leases has an average interest rate of 10.5% at June
  30, 1999, while the Company's weighted average interest rate on its debt
  outstanding as of June 30, 1999 is 5.9%. This rate differential, in addition to
  the overcollateralization of the lease portfolio balance, gives rise to the 60%
  net income to revenue relationship for the period April 6, 1999 to June 30,
  1999.
  
  Impact of Year 2000
  
  IOS Capital is responsible for servicing the 1999-1 Leases and, therefore, any
  Year 2000 issues adversely affecting IOS Capital could adversely affect the
  Company.
  
  State of Readiness. The Year 2000 issue arises from computer programs being
  written using two digits rather than four to define the applicable year. Any of
  IOS Capital'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 IOS Capital, 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.
  
  IOS Capital's Year 2000 compliance program has five phases: 1) inventory of
  internal IT and non-IT systems; 2) risk assessment of the Year 2000 compliance
  issues associated with such internal IT and non-IT systems; 3) remediation of
  non-compliant systems; 4) testing and validation of remediated systems; and 5)
  implementation of remediated systems throughout IOS Capital. The progress to
  date of each of these phases is as follows: 1) internal IT and non-IT systems
  have been inventoried; 2) appropriate risk assessments have been completed; 3)
  
  <PAGE>
  
  remediation of critical systems has been substantially completed and remediation
  of non-critical systems is progressing; 4) testing and validation of critical
  systems has been substantially completed; and 5) Year 2000 compliant versions of
  critical systems are in the process of being implemented. IOS Capital
  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 has no internal or external costs relating to the Year 2000
  issue. IOS Capital will use both internal and external resources to reprogram or
  replace, test and implement its IT and non-IT systems for Year 2000
  modifications. IOS Capital 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. IOS Capital's total cost of the Year 2000
  project, excluding its internal costs, is estimated at $1.4 million and is being
  funded through operating cash flows, all of which will be expensed as incurred.
  Through June 30, 1999, IOS Capital expensed approximately $833,000 related to
  its Year 2000 project.
  
  Risks. The Company is advised by IOS Capital 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 IOS Capital, IKON, its
  customers and suppliers, but to all businesses. Risks include, but are not
  limited to:
  
  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 IOS Capital believe IOS
  Capital will complete the Year 2000 modifications are based on 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 other 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. IOS Capital 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.
  
  
  <PAGE>
                        FORWARD-LOOKING STATEMENT DISCLOSURE
  
  This Report includes or incorporates by reference information which may
  constitute forward-looking statements within the meaning of the federal
  securities laws. Although the Company believes the expectations contained in
  such forward-looking statements are reasonable, it can give no assurances that
  such expectations will prove correct. Such forward-looking information is based
  upon management's current plans or expectations and is subject to a number of
  risks and uncertainites that could significantly affect current plans,
  anticipated actions and the Company's future financial condition and results.
  These risks and uncertainties include, but are not limited to, factors which may
  affect the Company's ability to recoup the full amount due on the 1999-1 Leases
  (such as lessee defaults or factors impeding recovery efforts), and risks and
  uncertainties affecting the business of IOS Capital and/or IKON as set forth in
  IOS Capital's and IKON's periodic reports filed with the Securities & Exchange
  Commission, including, but not limited to, risks and uncertainties relating to
  conducting operations in a competitive environment; delays, difficulties,
  management transitions and employment issues associated with consolidation of,
  and/or changes in business operations; managing the integration of existing and
  acquired companies; risks and uncertainties associated with existing or future
  vendor relationships; and general economic conditions. As a consequence of these
  and other risks and uncertainties, 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 Company.
  
  <PAGE>
                              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:
  
           1.1 Underwriting Agreement, dated May 19, 1999, among the Company, IKON
  Receivables-1,  LLC, IOS Capital, Inc., and Lehman Brothers as Representative of
  the  Underwriters,  filed as Exhibit 1.1 to the Company's Form 8-K dated May 25,
  1999, is incorporated herein by reference.
  
           3.1  Certificate  of  Formation  of IKON  Receivables,  LLC.,  filed as
  Exhibit  3.1 to the  Company's  Registration  Statement  on Form S-3  (File  No.
  333-71073), is incorporated herein by reference.
  
           3.2 Limited  Liability  Company  Agreement of IKON  Receivables,  LLC.,
  filed as Exhibit 3.2 to the Company's  Registration  Statement on Form S-3 (File
  No. 333-71073), is incorporated herein by reference.
  
           4.1  Indenture,  dated as of April 1, 1999  among the  Company,  Harris
  Trust  Savings Bank, as Trustee,  and IOS Capital,  Inc., as Servicer,  filed as
  Exhibit 4.1 to the Company's Form 8-K dated May 25, 1999, is incorporated herein
  by reference.
  
           4.2 Certificate  Guaranty Insurance Policy,  dated May 25, 1999, issued
  and  delivered  by Ambac  Assurance  Corporation,  filed as  Exhibit  4.2 to the
  Company's Form 8-K dated May 25, 1999, is incorporated herein by reference.
  
           10.1  Assignment  and Servicing  Agreement,  dated as of April 1, 1999,
  among the Company, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator
  and  Servicer,  filed as Exhibit  10.1 to the  Company's  Form 8-K dated May 25,
  1999, is incorporated herein by reference.
  
           10.2 Indemnification  Agreement, dated as of May 25, 1999, among Lehman
  Brothers,  Chase  Securities  Inc.,  Deutsche Bank Securities  Inc., PNC Capital
  Markets,  Inc., as Underwriters,  and Ambac Assurance  Corporation,  as Insurer,
  filed  as  Exhibit  10.2 to the  Company's  Form  8-K  dated  May 25,  1999,  is
  incorporated herein by reference.
  
           10.3 Insurance and Indemnity Agreement, dated as of May 25, 1999, among
  IOS Capital,  Inc., as Originator and Servicer, the Company, IKON Receivables-1,
  LLC, and Ambac Assurance  Corporation,  as Insurer, filed as Exhibit 10.3 to the
  Company's Form 8-K dated May 25, 1999, is incorporated herein by reference.
  
           27   Financial Data Schedule
  
        (b)    Reports on Form 8-K
  
               On May 13, 1999,  the Company filed a Current Report on Form 8-K to
               file, under Item 5 of the form, certain  information  regarding the
               offering of the Company's  1999-1 Notes.
  
               On June 4, 1999,  the Company filed a Current Report on Form 8-K to
               file,  under  Items  2  and  7 of  the  form,  certain  information
               regarding the Registration of the 1999-1 Notes.
  
  <PAGE>
                                     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.
  
  
                                         IKON RECEIVABLES, LLC
  
                                         By: IKON RECEIVABLES FUNDING, INC.
                                             As Manager of IKON Receivables LLC
  
  
  Date  August 16, 1999                  /s/ Robert K. McLain
        ---------------                  -----------------------
                                         Robert K. McLain
                                         President
                                         (Principal Financial Officer)
  
  
  
  <PAGE>
                                  Index to Exhibits
  
  
  
  Exhibit Number
  
          (27)               Financial Data Schedule
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 35878}]
metadata_filer: {"company-data": {"conformed-name": "IKON RECEIVABLES LLC", "cik": "0001077175", "assigned-sic": "6189", "irs-number": "232990188", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-71073", "film-number": "99693108"}, "business-address": {"street1": "1738 BASS ROAD", "street2": "PO BOX 9115", "city": "MACON", "state": "GA", "zip": "31208", "phone": "9124712300"}, "mail-address": {"street1": "1738 BASS ROAD", "street2": "PO BOX 9115", "city": "MACON", "state": "GA", "zip": "31208"}}
text: 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 June 30, 1999 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 333-71073
  
                                IKON Receivables, LLC
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                     23-2990188
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                     Identification No.)
  
                   1738 Bass Road, P.O. Box 9115, Macon, GA 31208
                      (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 issuer's classes of common
  stock, as of the latest practicable date. (Not applicable)
  
  Registered Debt Outstanding as of July 31, 1999               $672,106,059.06
  
  The registrant, an indirect wholly owned subsidiary of IKON Office Solutions,
  Inc. ("IKON"), meets the conditions set forth in General Instruction H(1)(a) and
  (b) of Form 10-Q and is, therefore, filing with the reduced disclosure format
  contemplated thereby.
  INDEX
  
                                IKON RECEIVABLES, LLC
  
  PART I.  FINANCIAL INFORMATION
  
        Item 1.              Financial Statements (Unaudited)
  
                             Balance Sheet--June 30, 1999
  
                             Statement of Income--April 6, 1999 to
                                    June 30, 1999
  
                             Statement of Cash Flows--April 6, 1999 to
                                    June 30, 1999
  
                             Notes to Financial Statements--June 30, 1999
  
        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)
  
                                IKON RECEIVABLES, LLC
                                    BALANCE SHEET
                                   (in thousands)
  June 30,
                                                                         1999
                                                               ---------------------
  Assets
  
  Investment in leases:
  Direct financing leases                                            $920,304
        Less: Unearned income                                              (140,069)
                                                               ---------------------
                                                                            780,235
  
  Cash                                                                            1
  Restricted cash                                                            33,433
  Due from IKON                                                             684,153
  Accounts receivable                                                        27,549
  Prepaid expenses and other assets                                           3,340
                                                               ---------------------
  Total assets                                                           $1,528,711
                                                               =====================
  
  Liabilities and member's equity
  
  Liabilities:
        Accounts payable and accrued expenses                                   $89
        Accrued interest                                                      1,645
        Lease-backed notes                                                  696,537
                                                               ---------------------
  Total liabilities                                                         698,271
  
  Member's equity:
        Contributed capital                                                 822,505
        Retained earnings                                                     7,935
                                                               ---------------------
  Total member's equity                                                     830,440
                                                               ---------------------
  Total liabilities and member's equity                                  $1,528,711
                                                               =====================
  See notes to financial statements.
  IKON RECEIVABLES, LLC
                                 STATEMENT OF INCOME
                                   (in thousands)
  April 6, 1999
                                                                                    through
                                                                                 June 30, 1999
                                                                               ------------------
  
  Revenues:
  Lease finance income                                                              $13,031
       Other income                                                                          182
                                                                               ------------------
                                                                                          13,213
  
  Expenses:
       Interest expense                                                                    4,530
       General and administrative expenses - IOS Capital                                     748
                                                                               ------------------
                                                                                           5,278
  
  Net income                                                                              $7,935
                                                                               ==================
  See notes to financial statements.
  IKON RECEIVABLES, LLC
                               STATEMENT OF CASH FLOWS
                                   (in thousands)
  April 6, 1999
                                                                                    through
                                                                                 June 30, 1999
                                                                          ----------------------------
  Operating activities:
  Net income                                                                                   $7,935
  Adjustments to reconcile net income to net
        cash used in operating activities:
             Changes in operating assets and liabilities:
                 Accounts receivable                                                          (27,549)
                 Prepaid expenses and other assets                                             (1,029)
                 Accounts payable and accrued expenses                                             89
                 Accrued interest                                                               1,645
                                                                          ----------------------------
                                        Net cash used                                         (18,909)
                                                                          ----------------------------
  
  Investing activities:
  Collections on lease receivables                                                             42,269
                                                                          ----------------------------
                                        Net cash provided                                      42,269
                                                                          ----------------------------
  
  Financing activities:
  Proceeds from issuance of leased-back notes                                                 749,331
  Payments on lease-backed notes                                                              (55,105)
  Capital contribution                                                                              1
  Deposit to restricted cash                                                                  (33,433)
                                                                          ----------------------------
                                        Net cash provided                                     660,794
                                                                          ----------------------------
  
  Increase in Cash and amounts Due from IKON                                                 $684,154
                                                                          ============================
  See notes to financial statements.
  IKON Receivables, LLC
                            Notes to Financial Statements
                                    June 30, 1999
  
  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.
  
  Note 2:  Organization
  
           IKON Receivables, LLC (the "Company") is a special purpose Delaware
  limited liability company, all of the membership interests in which are held by
  IKON Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited
  liability company. All of the membership interests in the Sole Member are owned
  by IOS Capital, Inc. ("IOS Capital"), a wholly owned finance subsidiary of IKON
  Office Solutions, Inc. ("IKON"), a publicly traded office technology company
  with fiscal 1998 revenues of $5.6 billion. The Company was organized in the
  State of Delaware on January 20, 1999 and is managed by IKON Receivables
  Funding, Inc. (the "Manager").
  
             The Company was organized to engage exclusively in the following
  business and financial activities: to purchase or acquire from IKON, or any
  subsidiary or affiliate of IKON, any right to payment, whether constituting an
  account, chattel paper, instrument or general intangible, and certain related
  property (other than equipment) and rights (collectively, "Lease Receivables"),
  and hold, sell, transfer, pledge or otherwise dispose of Lease Receivables or
  interests therein; to enter into any agreement related to any Lease Receivables
  that provides for the administration, servicing and collection of amounts due on
  such Lease Receivables and to enter into any interest rate hedging arrangements
  in connection therewith; to distribute Lease Receivables or proceeds from Lease
  Receivables and any other income to its Sole Member; and to engage in any lawful
  act or activity and to exercise any power that is incidental and necessary or
  convenient to the foregoing and permitted under Delaware law.
  
             Neither the Sole Member nor the Manager is liable for the debts,
  liabilities, contracts or other obligations of the Company solely by reason of
  being the Sole Member or Manager of the Company.
  
             The Company's organizational documents require it to operate in such
  a manner that it should not be consolidated in the bankruptcy estate of the Sole
  Member, IOS Capital, or IKON, should any of these entities become subject to
  such a proceeding. The Company is legally separate from each of the foregoing
  entities and the assets of the Company, including, without limitation, the Lease
  Receivables, are not available to the creditors of the Sole Member, IOS Capital,
  or IKON.
  
  Note 3:  Capital Contributions
  
             The Sole Member made an initial cash capital contribution of $1,000
  to the Company on April 6, 1999. Subsequently, the Sole Member contributed a
  segregated pool of $819,572,000 of office equipment leases or contracts and
  related assets (the "1999-1 Asset Pool") to the Company as an initial transfer
  of leases to the Company. An additional $14,543,000 of leases were added to the
  1999-1 Asset Pool after the initial transfer though June 30, 1999 as
  substitutions for leases that were cancelled or defaulted.
  IKON Receivables, LLC
                        Notes to Financial Statements (cont.)
                                    June 30, 1999
  
  Note 4: Lease-backed Notes
  
           On May 19, 1999, the Company issued $304,474,000 aggregate principal
  amount of 5.11% Lease-Backed Notes, Class A-1 (the "Class A-1 Notes"),
  $61,579,000 aggregate principal amount of 5.60% Lease-Backed Notes, Class A-2
  (the "Class A-2 Notes"), $304,127,000 aggregate principal amount of 5.99%
  Lease-Backed Notes, Class A-3 (the "Class A-3 Notes"), and $81,462,000 aggregate
  principal amount of 6.23% Lease-Backed Notes, Class A-4 (the "Class A-4 Notes"
  and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3
  Notes, the "1999-1 Notes"). The 1999-1 Notes were issued pursuant to an
  Indenture dated as of April 1, 1999 between the Company and Harris Trust and
  Savings Bank, as Indenture Trustee. The 1999-1 Notes are secured solely by the
  1999-1 Asset Pool, which includes a portfolio of chattel paper composed of
  leases, leases intended as security agreements and installment sales contracts
  acquired or originated by IOS Capital (the "1999-1 Leases") (together with the
  equipment financing portion of each periodic rental payment due under the 1999-1
  Leases on or after the opening of business on April 1, 1999), and all related
  casualty payments, retainable deposits, and termination payments. The 1999-1
  Notes have certain credit enhancement features available to noteholders
  including a reserve account, an overcollateralization account and a
  noncancellable insurance policy from Ambac Assurance Corporation with respect to
  the 1999-1 Notes.
  
           Payments on the 1999-1 Notes are due on the fifteenth day of each month
  (or if that is not a Business Day, the next succeeding Business Day), commencing
  on June 15, 1999. The 1999-1 Notes bear interest from May 25, 1999 at the
  respective fixed per annum interest rates specified above. The interest rate is
  calculated on the basis of a year of 360 days comprised of twelve 30-day months
  (except in the case of the Class A-1 Notes, for which interest will be
  calculated on the basis of a year of 360 days and the actual number of days in
  the interest period) payable on the payment date. On each payment date, to the
  extent funds are available therefore from the collection of the lease
  receivables, principal payments will be made to noteholders in the following
  priority: (i) to the Class A-1 Noteholders only, until the outstanding principal
  amount on the Class A-1 Notes has been reduced to zero, then (ii) to the Class
  A-2 noteholders only, until the outstanding principal amount on the Class A-2
  Notes has been reduced to zero, then (iii) to the Class A-3 noteholders only,
  until the outstanding principal amount on the Class A-3 Notes has been reduced
  to zero, and then (iv) to the Class A-4 noteholders, until the outstanding
  principal amount on the Class A-4 Notes has been reduced to zero. Each class of
  1999-1 Notes will be payable in full on the applicable stated maturity date,
  which is as follows: Class A-1 Notes - June 2000, Class A-2 Notes, Class A-3
  Notes and Class A-4 Notes - May 2005. However, if all payments are made on the
  1999-1 Leases as scheduled, final payment on the 1999-1 Notes will be earlier
  than the stated maturity dates. The Company may, on any payment date, redeem the
  1999-1 Notes when the total discounted lease balance is less than or equal to
  10% of the total discounted lease balance as of April 1, 1999.
  
           IOS Capital services the 1999-1 Leases pursuant to an Assignment and
  Servicing Agreement by and among IOS Capital, as Originator and Servicer, the
  Sole Member, as Seller, and the Company, as Issuer. IOS Capital may delegate its
  servicing responsibilities to one or more sub-servicers, but such delegation
  does not relieve IOS Capital of its liabilities with respect thereto. IOS
  Capital retains possession of the 1999-1 Leases and related files, and receives
  a monthly service fee from the Company for servicing the 1999-1 Leases.
  IKON Receivables, LLC
                        Notes to Financial Statements (cont.)
                                    June 30, 1999
  
  Note 5:  Restricted Cash
  
           Cash related to the 1999-1 Leases is held in segregated accounts
  pending distribution to the holders of the 1999-1 Notes and is restricted in its
  use.
  
  Note 6:  Income Taxes
  
           As a limited liability company, the Company will be treated as a
  disregarded entity for tax purposes. The Company, the Sole Member and IOS
  Capital will be treated as a single entity for tax purposes. The Company's
  income and losses are passed through to the Sole Member and, accordingly, no
  provision for income taxes has been recorded.
  Item 2: Management's Discussion and Analysis of Financial Condition and
  Results of Operations
  
  Pursuant to General Instruction H(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.
  
  IKON Receivables, LLC (the "Company") is a special purpose Delaware limited
  liability company, all of the membership interests in which are held by IKON
  Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited
  liability company. All of the membership interests in the Sole Member are owned
  by IOS Capital, Inc. ("IOS Capital"), a wholly owned finance subsidiary of IKON
  Office Solutions, Inc. ("IKON"), a publicly traded office technology company
  with fiscal 1998 revenues of $5.6 billion. The Company was organized in the
  State of Delaware on January 20, 1999 and is managed by IKON Receivables
  Funding, Inc. (the "Manager").
  
  On May 19, 1999, the Company issued $304,474,000 aggregate principal amount of
  5.11% Lease-Backed Notes, Class A-1 (the "Class A-1 Notes"), $61,579,000
  aggregate principal amount of 5.60% Lease-Backed Notes, Class A-2 (the "Class
  A-2 Notes"), $304,127,000 aggregate principal amount of 5.99% Lease-Backed
  Notes, Class A-3 (the "Class A-3 Notes"), and $81,462,000 aggregate principal
  amount of 6.23% Lease-Backed Notes, Class A-4 (the "Class A-4 Notes" and,
  together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
  "1999-1 Notes"). The 1999-1 Notes were issued pursuant to an Indenture dated as
  of April 1, 1999 between the Company and Harris Trust and Savings Bank, as
  Indenture Trustee. The 1999-1 Notes are secured solely by the 1999-1 Asset Pool,
  which includes a portfolio of chattel paper composed of leases, leases intended
  as security agreements and installment sales contracts acquired or originated by
  IOS Capital (the "1999-1 Leases") (together with the equipment financing portion
  of each periodic rental payment due under the 1999-1 Leases on or after the
  opening of business on April 1, 1999), and all related casualty payments,
  retainable deposits, and termination payments. The 1999-1 Notes have certain
  credit enhancement features available to noteholders including a reserve
  account, an overcollateralization account and a noncancellable insurance policy
  from Ambac Assurance Corporation with respect to the 1999-1 Notes.
  
  Payments on the 1999-1 Notes are due on the fifteenth day of each month (or if
  that is not a Business Day, the next succeeding Business Day), commencing on
  June 15, 1999. The 1999-1 Notes bear interest from May 25, 1999 at the
  respective fixed per annum interest rates specified above. The interest rate is
  calculated on the basis of a year of 360 days comprised of twelve 30-day months
  (except in the case of the Class A-1 Notes, for which interest will be
  calculated on the basis of a year of 360 days and the actual number of days in
  the interest period) payable on the payment date. On each payment date, to the
  extent funds are available therefore from the collection of the lease
  receivables, principal payments will be made to noteholders in the following
  priority: (i) to the Class A-1 Noteholders only, until the outstanding principal
  amount on the Class A-1 Notes has been reduced to zero, then (ii) to the Class
  A-2 noteholders only, until the outstanding principal amount on the Class A-2
  Notes has been reduced to zero, then (iii) to the Class A-3 noteholders only,
  until the outstanding principal amount on the Class A-3 Notes has been reduced
  to zero, and then (iv) to the Class A-4 noteholders, until the outstanding
  principal amount on the Class A-4 Notes has been reduced to zero. Each class of
  1999-1 Notes will be payable in full on the applicable stated maturity date,
  which is as follows: Class A-1 Notes - June 2000, Class A-2 Notes, Class A-3
  Notes and Class A-4 Notes - May 2005. However, if all payments are made on the
  1999-1 Leases as scheduled, final payment on the 1999-1 Notes will be earlier
  than the stated maturity dates. The Company may, on any payment date, redeem the
  1999-1 Notes when the total discounted lease balance is less than or equal to
  10% of the total discounted lease balance as of April 1, 1999.
  
  IOS Capital services the 1999-1 Leases pursuant to an Assignment and Servicing
  Agreement by and among IOS Capital, as Originator and Servicer, the Sole Member,
  as Seller, and the Company, as Issuer. IOS Capital may delegate its servicing
  responsibilities to one or more sub-servicers, but such delegation does not
  relieve IOS Capital of its liabilities with respect thereto. IOS Capital retains
  possession of the 1999-1 Leases and related files, and receives a monthly
  service fee from the Company for servicing the 1999-1 Leases.
  
  Interest income earned on the Asset Pool is expected to offset interest expense
  on the Notes, amortization of debt issuance costs and discount on the notes and
  the fees charged by IOS Capital for servicing the Asset Pool and providing
  administrative services to the Company. For the period April 6, 1999 (date the
  Company commenced operations) to June 30, 1999, income generated from the Asset
  Pool was approximately $13.0 million, other income earned was $.2 million, while
  interest expense during this period was $4.5 million and administrative expenses
  were $.7 million. Collections on the lease receivables since inception through
  June 30, 1999 have been approximately $42.3 million. The Company repaid $55.1
  million of principal on the Class A-1 Notes on the June 15, 1999 payment date.
  The Company's portfolio of leases has an average interest rate of 10.5% at June
  30, 1999, while the Company's weighted average interest rate on its debt
  outstanding as of June 30, 1999 is 5.9%. This rate differential, in addition to
  the overcollateralization of the lease portfolio balance, gives rise to the 60%
  net income to revenue relationship for the period April 6, 1999 to June 30,
  1999.
  
  Impact of Year 2000
  
  IOS Capital is responsible for servicing the 1999-1 Leases and, therefore, any
  Year 2000 issues adversely affecting IOS Capital could adversely affect the
  Company.
  
  State of Readiness. The Year 2000 issue arises from computer programs being
  written using two digits rather than four to define the applicable year. Any of
  IOS Capital'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 IOS Capital, 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.
  
  IOS Capital's Year 2000 compliance program has five phases: 1) inventory of
  internal IT and non-IT systems; 2) risk assessment of the Year 2000 compliance
  issues associated with such internal IT and non-IT systems; 3) remediation of
  non-compliant systems; 4) testing and validation of remediated systems; and 5)
  implementation of remediated systems throughout IOS Capital. The progress to
  date of each of these phases is as follows: 1) internal IT and non-IT systems
  have been inventoried; 2) appropriate risk assessments have been completed; 3)
  remediation of critical systems has been substantially completed and remediation
  of non-critical systems is progressing; 4) testing and validation of critical
  systems has been substantially completed; and 5) Year 2000 compliant versions of
  critical systems are in the process of being implemented. IOS Capital
  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 has no internal or external costs relating to the Year 2000
  issue. IOS Capital will use both internal and external resources to reprogram or
  replace, test and implement its IT and non-IT systems for Year 2000
  modifications. IOS Capital 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. IOS Capital's total cost of the Year 2000
  project, excluding its internal costs, is estimated at $1.4 million and is being
  funded through operating cash flows, all of which will be expensed as incurred.
  Through June 30, 1999, IOS Capital expensed approximately $833,000 related to
  its Year 2000 project.
  
  Risks. The Company is advised by IOS Capital 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 IOS Capital, IKON, its
  customers and suppliers, but to all businesses. Risks include, but are not
  limited to:
  
  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 IOS Capital believe IOS
  Capital will complete the Year 2000 modifications are based on 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 other 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. IOS Capital 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.
  FORWARD-LOOKING STATEMENT DISCLOSURE
  
  This Report includes or incorporates by reference information which may
  constitute forward-looking statements within the meaning of the federal
  securities laws. Although the Company believes the expectations contained in
  such forward-looking statements are reasonable, it can give no assurances that
  such expectations will prove correct. Such forward-looking information is based
  upon management's current plans or expectations and is subject to a number of
  risks and uncertainites that could significantly affect current plans,
  anticipated actions and the Company's future financial condition and results.
  These risks and uncertainties include, but are not limited to, factors which may
  affect the Company's ability to recoup the full amount due on the 1999-1 Leases
  (such as lessee defaults or factors impeding recovery efforts), and risks and
  uncertainties affecting the business of IOS Capital and/or IKON as set forth in
  IOS Capital's and IKON's periodic reports filed with the Securities & Exchange
  Commission, including, but not limited to, risks and uncertainties relating to
  conducting operations in a competitive environment; delays, difficulties,
  management transitions and employment issues associated with consolidation of,
  and/or changes in business operations; managing the integration of existing and
  acquired companies; risks and uncertainties associated with existing or future
  vendor relationships; and general economic conditions. As a consequence of these
  and other risks and uncertainties, 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 Company.
  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:
  
           1.1 Underwriting Agreement, dated May 19, 1999, among the Company, IKON
  Receivables-1,  LLC, IOS Capital, Inc., and Lehman Brothers as Representative of
  the  Underwriters,  filed as Exhibit 1.1 to the Company's Form 8-K dated May 25,
  1999, is incorporated herein by reference.
  
           3.1  Certificate  of  Formation  of IKON  Receivables,  LLC.,  filed as
  Exhibit  3.1 to the  Company's  Registration  Statement  on Form S-3  (File  No.
  333-71073), is incorporated herein by reference.
  
           3.2 Limited  Liability  Company  Agreement of IKON  Receivables,  LLC.,
  filed as Exhibit 3.2 to the Company's  Registration  Statement on Form S-3 (File
  No. 333-71073), is incorporated herein by reference.
  
           4.1  Indenture,  dated as of April 1, 1999  among the  Company,  Harris
  Trust  Savings Bank, as Trustee,  and IOS Capital,  Inc., as Servicer,  filed as
  Exhibit 4.1 to the Company's Form 8-K dated May 25, 1999, is incorporated herein
  by reference.
  
           4.2 Certificate  Guaranty Insurance Policy,  dated May 25, 1999, issued
  and  delivered  by Ambac  Assurance  Corporation,  filed as  Exhibit  4.2 to the
  Company's Form 8-K dated May 25, 1999, is incorporated herein by reference.
  
           10.1  Assignment  and Servicing  Agreement,  dated as of April 1, 1999,
  among the Company, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator
  and  Servicer,  filed as Exhibit  10.1 to the  Company's  Form 8-K dated May 25,
  1999, is incorporated herein by reference.
  
           10.2 Indemnification  Agreement, dated as of May 25, 1999, among Lehman
  Brothers,  Chase  Securities  Inc.,  Deutsche Bank Securities  Inc., PNC Capital
  Markets,  Inc., as Underwriters,  and Ambac Assurance  Corporation,  as Insurer,
  filed  as  Exhibit  10.2 to the  Company's  Form  8-K  dated  May 25,  1999,  is
  incorporated herein by reference.
  
           10.3 Insurance and Indemnity Agreement, dated as of May 25, 1999, among
  IOS Capital,  Inc., as Originator and Servicer, the Company, IKON Receivables-1,
  LLC, and Ambac Assurance  Corporation,  as Insurer, filed as Exhibit 10.3 to the
  Company's Form 8-K dated May 25, 1999, is incorporated herein by reference.
  
           27   Financial Data Schedule
  
        (b)    Reports on Form 8-K
  
               On May 13, 1999,  the Company filed a Current Report on Form 8-K to
               file, under Item 5 of the form, certain  information  regarding the
               offering of the Company's  1999-1 Notes.
  
               On June 4, 1999,  the Company filed a Current Report on Form 8-K to
               file,  under  Items  2  and  7 of  the  form,  certain  information
               regarding the Registration of the 1999-1 Notes.
  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.
  
                                         IKON RECEIVABLES, LLC
  
                                         By: IKON RECEIVABLES FUNDING, INC.
                                             As Manager of IKON Receivables LLC
  
  Date  August 16, 1999                  /s/ Robert K. McLain
        ---------------                  -----------------------
                                         Robert K. McLain
                                         President
                                         (Principal Financial Officer)
  Index to Exhibits
  
  Exhibit Number
  
          (27)               Financial Data Schedule