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<TYPE>10-Q
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<FILING-DATE>20010212
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<CONFORMED-NAME>ASI SOLUTIONS INC
<CIK>0001029445
<ASSIGNED-SIC>7361
<IRS-NUMBER>133903237
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0331
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<FILE-NUMBER>000-22309
<FILM-NUMBER>1534326
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<STREET1>780 THIRD AVE
<CITY>NEW YORK
<STATE>NY
<ZIP>10017
<PHONE>2123198400
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<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 10-Q



X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000.

                                       OR
                                       --

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

           For the transition period from ___________ to ___________


                        Commission file number 0-22-309


                           ASI SOLUTIONS INCORPORATED
             (Exact name of registrant as specified in its charter)




              Delaware                                   13-3903237
     (State or other jurisdiction                     (I.R.S. Employer
   of incorporation or organization)               Identification Number)

  780 Third Avenue, New York, New York                     10017
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:    (212) 319-8400



     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 ____
                                               -----

     The number of shares of the registrant's Common Stock, par value $0.01 per
share, outstanding on February 5, 2001 was 7,145,347.
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ASI Solutions Incorporated
Consolidated Balance Sheets
December 31, 2000 and March 31, 2000

                                               December 31,       March 31,
                                                   2000             2000
                                               (Unaudited)
                                             ----------------   --------------
ASSETS:

Current Assets:
Cash and cash equivalents                        $ 7,727,526     $12,155,795
Accounts receivable, net                          15,617,752      14,479,377
Prepaid expenses and other current assets            817,127         765,721
Deferred income taxes                                 75,918          75,918
                                                 -----------     -----------
   Total current assets                           24,238,323      27,476,811

Property and equipment, net                        5,216,018       5,042,982
Intangible assets, net                            21,848,032      22,401,403
Investments                                        2,826,329            --
Deferred financing costs                             298,694         375,160
Other assets                                         611,364         453,875
                                                 -----------     -----------
     Total assets                                $55,038,760     $55,750,231
                                                 ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
  Current portion, notes payable to bank         $ 4,210,898     $ 3,462,363
  Current portion, subordinated notes payable           --         1,666,667
  Other debt                                            --            87,785
  Accounts payable and accrued expenses           14,732,691      17,558,809
  Income taxes payable                               435,271         278,287
                                                 -----------     -----------
     Total current liabilities                    19,378,860      23,053,911

Deferred income taxes                                690,765         690,765
Notes payable to bank, less current portion        4,606,579       7,762,537
Other liabilities                                    325,445         313,528
                                                 -----------     -----------
     Total liabilities                            25,001,649      31,820,741

Stockholders' Equity:
  Common stock                                        70,632          67,078
  Additional paid in capital                      13,221,931      11,477,820
  Accumulated other comprehensive (loss)            (258,865)         (3,789)
  Retained earnings                               17,003,413      12,388,381
                                                 -----------     -----------

     Total stockholders' equity                   30,037,111      23,929,490
                                                 -----------     -----------
     Total liabilities & stockholders' equity    $55,038,760     $55,750,231
                                                 ===========     ===========


The accompanying notes are an integral part of these financial statements
<PAGE>

ASI Solutions Incorporated
Unaudited Consolidated Statements of Income
For the Three and Nine Months Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                            Three Months Ended                           Nine Months Ended
                                                   December 31, 2000  December 31, 1999         December 31, 2000  December 31, 1999
                                                 --------------------------------------       --------------------------------------

<S>                                                  <C>                <C>                         <C>                <C>
Revenue                                             $22,704,078            $20,252,038            $63,692,131            $51,390,674
Cost of services                                     11,723,460             10,748,479             33,362,688             27,437,355
                                                    ------------            -----------           -----------            -----------
    Gross profit                                     10,980,618              9,503,559             30,329,443             23,953,319

Operating expenses:
    General and administrative                        6,106,794              5,753,379             14,806,832             13,537,010
    Sales and marketing                               1,692,014              1,586,651              4,969,570              4,382,561
    Research and development                            503,267                489,765              1,661,851              1,550,670
                                                    ------------            -----------           -----------            -----------

Income from operations                                2,678,543              1,673,764              8,891,190              4,483,078

Other expenses:
Investment in CyberU                                    195,500                   --                  195,500                   --
Interest expense, net                                   170,313                371,476                640,966              1,152,744
                                                    ------------            -----------           -----------            -----------

Income before provision for income taxes              2,312,730              1,302,288              8,054,724              3,330,334

Provision for income taxes                              971,674                582,995              3,439,692              1,428,257
                                                    ------------            -----------           -----------            -----------

Net income                                          $ 1,341,056            $   719,293            $ 4,615,032            $ 1,902,077
                                                    ============           ============           ===========            ===========


Basic earnings per share                            $      0.19            $      0.11            $      0.68            $      0.29
                                                    ============           ============           ===========            ===========
Diluted earnings per share                          $      0.18            $      0.11            $      0.64            $      0.28
                                                    ============           ============           ===========            ===========



Weighted average common shares outstanding:
          Basic shares                                6,989,168              6,639,033              6,833,601              6,572,220
          Diluted effect of stock options and
          warrants                                      626,083                 46,686                331,516                143,115
                                                    ------------            -----------           -----------            -----------
          Diluted shares                              7,615,251              6,685,719              7,165,117              6,715,334
                                                    ============           ============           ===========            ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>

ASI Solutions Incorporated
Unaudited Consolidated Statements of Cash Flows
For the Nine Months Ended December 31, 2000 and 1999


                                                         2000           1999
                                                    -------------   ------------

Cash flow from operating activities:
 Net income:                                         $ 4,615,032    $ 1,902,077
 Adjustments to reconcile net income to
 net cash provided by (used in) operating activities:
   Depreciation and amortization                       1,582,834      1,954,103
   (Gain) loss on fixed asset disposal                                     (219)
   Provision for doubtful accounts                        50,807
   Investment in CyberU                                  195,500
   Other                                                  76,466         74,371
   Changes in assets and liabilities:
      Accounts receivable                             (1,296,450)      (802,968)
      Prepaid expenses and other current assets          (47,050)      (135,610)
      Other assets                                      (149,458)       (26,678)
      Accounts payable and accrued expenses           (3,568,003)     3,538,369
      Income taxes                                     1,163,606       (880,100)
      Other liabilities                                   23,513         52,709
                                                     -----------    -----------


Net cash provided by operating activities              2,646,797      5,676,054
                                                     -----------    -----------


Cash flow from investing activities:
 Fixed asset additions                                  (997,838)    (1,139,486)
 Purchase of minority stockholder interest            (3,021,829)
 Other                                                  (292,977)       (50,576)
                                                     -----------    -----------
Net cash used in investing activities                 (4,312,644)    (1,190,062)
                                                     -----------    -----------


Cash flow from financing activities:
Repayment of debt                                     (4,161,875)    (8,076,724)
Payment of financing costs                                              (15,000)
Proceeds from issuance of common stock, net            1,747,667        227,964
Issuance of common stock-restricted from treasury                       133,005
                                                     -----------    -----------

Net cash used in financing activities                 (2,414,208)    (7,730,755)
                                                     -----------    -----------


Effect of exchange rate changes on cash and cash
   equivalents                                          (348,214)        86,322

Net decrease in cash and cash equivalents             (4,428,269)    (3,158,441)

Cash and cash equivalents at beginning of period      12,155,795      7,595,366
                                                     -----------    -----------


Cash and cash equivalents at end of period           $ 7,727,526    $ 4,436,925
                                                     ===========    ===========


The accompanying notes are an integral part of these financial statements.
<PAGE>

ASI Solutions Incorporated
Notes to Consolidated Financial Statements
(Unaudited)

1.  Organization and Basis of Presentation:
    --------------------------------------

On March 26, 1996, ASI Solutions Incorporated (the "Company") was incorporated
in the State of Delaware.  Effective March 31, 1996, the Company issued
4,625,158 shares of Common Stock in exchange for substantially all of the issued
and outstanding shares of common stock of Proudfoot Reports Incorporated ("PRI")
and 95% of the common stock of Assessment Solutions Incorporated ("Assessment
Solutions").  During fiscal 1997, the remaining 5% of the outstanding common
stock of Assessment Solutions were redeemed.  The initial stockholders of the
Company were also the principal stockholders of PRI and Assessment Solutions,
the two previously separate but commonly controlled companies.  After the
reorganization, Assessment Solutions and PRI are wholly owned subsidiaries of
 the Company. On August 29, 1997, the Company acquired the assets of Effective
Learning Systems. On November 13, 1997, the Company's newly created subsidiary
McLagan Partners Inc. ("McLagan Partners") acquired substantially all of the
assets and business operations of McLagan Partners Incorporated and
subsidiaries. The Company, Assessment Solutions, PRI and McLagan Partners are
hereinafter referred to collectively as the "Company."

The exchange described above has been accounted for as a reorganization since
all entities involved were under common control.  The consolidated financial
statements reflect the interests attributable to the one controlling shareholder
of both combined entities at their historical basis of accounting.  The
remaining interests have been accounted for as a purchase of minority interests
and the excess of the purchase price over the related historical cost of
$1,063,000 has been allocated to intangible assets.  All inter-company accounts
and transactions have been eliminated in consolidation.

Effective April 16, 1997, the Company sold 1.8 million shares of common stock to
the public at a price of $6 per share in an initial public offering and pursuant
to an over-allotment option, the underwriter purchased 270,000 shares of common
stock at a price of $6 per share (the "Offering").  Proceeds from the Offering,
net of underwriters' discount and offering costs, were approximately $9,034,000.
Effective on the Offering date, the Company's Certificate of Incorporation was
restated to increase the number of authorized shares of Common Stock to 18
million shares.

The accompanying unaudited interim financial statements of ASI Solutions
Incorporated have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC").  Certain information and note
disclosures normally included in annual financial statements have been condensed
or omitted pursuant to those rules and regulations.  In the opinion of
management, all adjustments, consisting of normal, recurring adjustments
considered necessary for a fair presentation, have been included.  Although
management believes that the disclosures made are adequate to ensure that the
information presented is not misleading, it is suggested that these financial
statements be read in
<PAGE>

conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.
The results of the nine months ended December 31, 2000 and 1999 are not
necessarily indicative of the results of operations for the entire year.

The financial statements of foreign subsidiaries, where the local currency is
the functional currency, are translated into U.S. dollars using exchange rates
in effect at period end for assets and liabilities and average exchange rates
during each reporting period for results of operations.  Adjustments resulting
from translation of financial statements are reflected as a separate component
of stockholders' equity.

2.  Operations:
    ----------

The Company

ASI Solutions Incorporated is a leading national provider of human resources
outsourcing services for large organizations seeking to hire, train and develop
a higher quality, more effective workforce. The Company's services are organized
into three core areas: performance improvement services, employment process
outsourcing and compensation services and market share studies. The Company
believes these services position the Company as a single-source solution for
many organizations that outsource all or a portion of their human resources
functions. The Company markets its services principally to Fortune 500 companies
for which customer service, sales and call center functions are critical
components of their businesses. Industries served by the Company include
telecommunications, financial services, information technology, consumer
products and healthcare.


Impact of Recently Issued Accounting Pronouncements

In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of Statement
133," which postponed the adoption of SFAS No. 133.  The Company does not
anticipate the statement to have a significant effect on its current financial
reporting and disclosure requirements.

In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities-an Amendment of FASB Statement No.
133" which addresses a limited number of issues causing implementation
difficulties for numerous entities that apply SFAS No. 133.  The Company does
not anticipate the statement to have a significant effect on its current
financial reporting and disclosure requirements.
<PAGE>

3.    Stockholders' Equity:
      ---------------------

A summary of the changes in Stockholders' Equity for the nine months ended
December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                        Accumulated
                                                          Additional       Other
                                                Common     Paid-In     Comprehensive     Retained
                                     Shares     Stock      Capital         Income        Earnings        Total
-----------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>       <C>           <C>             <C>           <C>
Balance, March 31, 2000             6,662,183   $67,078  $11,477,820     $  (3,789)     $12,388,381   $23,929,490

Issuance of Common Stock for
 Employee Stock Purchase Plan         131,501     1,315      397,187                                      398,502


Exercise of Stock Options and
warrants                              223,902     2,239    1,346,924                                    1,349,163

Translation adjustment                                                    (255,076)                      (255,076)

Net Income                                                                                4,615,032     4,615,032
                                  -------------------------------------------------------------------------------
Balance, December 31, 2000          7,017,586   $70,632  $13,221,931     $(258,865)     $17,003,413   $30,037,111
                                  ===============================================================================
</TABLE>


4.   Acquisitions:
     ------------

On November 13, 1997, the Company acquired substantially all of the assets
(primarily fixed assets of $483,978) and businesses of McLagan Partners
Incorporated and its related entities (collectively, "McLagan").  The
consideration paid by the Company for the assets of McLagan included (i) $15.5
million paid in cash; (ii) $5 million in subordinated notes bearing interest at
8 percent per annum and payable in three equal principal installments on each of
April 30, 1998, April 30, 1999 and April 30, 2000; and (iii) 50,000 shares of
the common stock, par value $.01 per share, of the Company.  The Company
incurred $828,188 of costs associated with the acquisition.  The Company also
discharged approximately $1 million of McLagan's outstanding liabilities and
agreed to make deferred payments in an aggregate amount of $1 million, on April
30, 2000, to certain employees of McLagan, provided that such employees continue
to be employed by the McLagan subsidiaries as of such date.

The acquisition has been accounted for using the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets purchased
based upon the fair values at the date of the acquisition.  As a result,
$22,294,210 of the purchase price has been allocated to goodwill, customer lists
and other intangibles which are being amortized on a straight-line basis over
periods from 5 to 40 years.  The Company has an incentive compensation program
with former officers of McLagan which provides for payments to such officers
when certain milestone earnings are attained.

5.   Industry Segment Information:
     -----------------------------


ASI Solutions' reportable segments are performance improvement services,
employment process outsourcing and compensation services and market share
studies.
<PAGE>

Revenues and profits in the performance improvement services segment are
generated by designing custom solutions for a client where ASI assesses job
candidates, trains existing employees and measures employee performance through
monitoring customer contact.  Fees charged are generally based on the number of
people and calls processed plus a fee for the development of a customized
solution.

Revenues and profits in the employee process outsourcing segment are generated
by providing the following services: advertising for and recruiting of
applicants; establishing automated telephonic voice response systems to screen
prospective applicants; arranging for the physical facilities and equipment
necessary for the pre-screening process and performing background checks on
applicants.  For larger engagements, the Company generally charges a fixed
minimum monthly fee that may increase based on the total number of people
processed.  For other assignments, such as background checks, revenue is based
on a fixed fee for each candidate processed.

Revenues and profits in the compensation services and market share studies
segment are generated by providing survey services to the financial and
securities industries.  These include compensation as well as market share
survey services for retail operations within the financial services industry.
Only participating clients may purchase surveys.  The Company also provides
compensation services where revenue is generated based on a fee per assignment
basis.

ASI Solutions evaluates the performance of its segments and allocates resources
to them based on their operating contribution, which represents segment revenues
less direct costs of operation, excluding the allocation of corporate expenses.
Identifiable assets of the operating segments principally consist of net
accounts receivable associated with the segment activities. Accounts receivable
from performance improvement services and employment process outsourcing are
managed on a combined basis. All other identifiable assets not attributable to
industry segments are included in corporate assets.  The Company does not track
expenditures for long-lived assets on a segment basis.
<PAGE>

The table below presents information on the revenues and operating contribution
for each segment for the nine months ended December 31, 2000 and 1999, and items
which reconcile segment operating contribution to the Company's reported pre-tax
income.


                                                  Nine Months Ended December 31,
                                                        2000         1999
                                                          (in thousands)

Revenue:
Performance Improvement Services                        $16,439     $13,738
Employment Process Outsourcing                           22,617      18,160
Compensation Services and Market Share Studies           24,636      19,493
                                                        -------     -------
                                                        $63,692     $51,391
                                                        =======     =======


Operating contribution:
Performance Improvement Services                        $ 5,234     $ 4,673
Employment Process Outsourcing                            7,733       5,537
Compensation Services and Market Share Studies            6,403       3,773
                                                        -------     -------
                                                        $19,370     $13,983
                                                        -------     -------


Consolidated expenses:
Interest, net                                           $   641     $ 1,153
Depreciation and Amortization                             2,387       1,951
Selling, General and Administrative and
   Research and Development                               8,287       7,549
                                                        -------     -------
                                                        $11,315     $10,653
                                                        -------     -------


Income before income taxes                              $ 8,055     $ 3,330
                                                        =======     =======


Identifiable Assets:
Performance Improvement and Employment Process
   Outsourcing                                          $ 8,971     $10,648
Compensation Services and Market Share Studies           12,474       9,105
Corporate                                                11,447       6,214
                                                        -------     -------
                                                        $32,892     $25,967
                                                        =======     =======
<PAGE>

6.    Investment:
      ----------

On October 6, 2000 the Company closed a $3 million equity financing of CyberU,
Inc., a California based Delaware corporation. The Company obtained a 25.6%
equity interest (on a fully diluted and converted basis) of CyberU, Inc., a
comprehensive source of online education and training for corporations, small
business and individuals.


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

Quarterly Comparison of Results of Operations

Revenue increased $2.4 million, or 12.1%, to $22.7 million in the third quarter
of fiscal 2001 from $20.3 million in the third quarter of fiscal 2000.
Performance Improvement Services revenue decreased 6.1% to $4.3 million in
fiscal 2001's third quarter from $4.5 million in the third quarter of fiscal
2000. Assessment and Selection revenue increased while revenue decreased in
Performance Measurement and Training and Development, where delays in program
rollouts impacted reported revenue.

Employment Process Outsourcing revenue decreased by $.3 million, or 5.8%, to
$5.5 million in the third quarter of fiscal 2001 from $5.8 million in the third
quarter of fiscal 2000.  Background investigation revenue increased, while
revenue from employment outsourcing was negatively impacted by lower volume.

Compensation Services and Market Share Studies revenue increased by $3.1
million, or 31%, to $13 million in the third quarter of fiscal 2001 from $9.9
million in fiscal 2000's third quarter.  Revenue increased for both surveys and
consulting in both domestic and international markets.

Cost of services increased by $1 million, or 9.1%, to $11.7 million in the third
quarter of fiscal 2001 from $10.7 million in the third quarter of fiscal 2000.
As in prior quarters, higher personnel expenses accounted for the increase.  As
a percentage of revenue, cost of services was 51.6% in the third quarter of
fiscal 2001 compared to 53.1% in fiscal 2000's third quarter.  The lower rate in
2001 results from a higher proportion of revenue in Compensation and Market
Share Studies, which has a relatively lower cost of services percentage.

General and administrative expense increased by $.3 million, or 6.1%, to $6.1
million in the third quarter of fiscal 2001 from $5.8 million in the third
quarter of fiscal 2000.  Higher personnel expenses accounted for the increase.
As a percentage of revenue, general and administrative expense was 26.9% in
fiscal 2001's third quarter compared to 28.4% in the third quarter of fiscal
2000.

Sales and marketing expense increased by $.1 million, or 6.6%, to $1.7 million
in the third quarter of fiscal 2001 from $1.6 million in the third quarter of
fiscal 2000. As a percentage of revenue, sales and marketing expense was 7.5% in
the third quarter of fiscal 2001 compared to 7.8% in fiscal 2000's third
quarter.

Research and development expense was $.5 million in both the third quarters of
fiscal 2001 and 2000. As a percentage of revenue research and development
expense was 2.2% in fiscal 2001's third quarter and 2.4% in the third quarter of
fiscal 2000.
<PAGE>

Charges related to the investment in CyberU were $.2 million in the third
quarter of fiscal 2000.  The investment was made in October, 2001.  Net interest
expense decreased to $.2 million in the third quarter of fiscal 2001 from $.4
million the third quarter of fiscal 2000 due to lower average debt outstanding
and to interest income on cash balances maintained in the third quarter of
fiscal 2001.

The provision for income taxes as a percentage of pre-tax income was 42% in the
third quarter of fiscal 2001 compared to 44.7% in the third quarter of fiscal
2000.  The lower rate resulted from lower state taxes and a small adjustment
recorded in fiscal 2000's third quarter.

(Percentages are based on actual amounts as opposed to the rounded amounts shown
above.)

Year to Date Comparison of Results of Operations

Revenue increased $12.3 million, or 23.9%, to $63.7 million in the first nine
months of fiscal 2001 from $51.4 million in the first nine months of fiscal
2000.  Performance Improvement Services revenue increased $2.7 million, or
19.7%, to $16.4 million in the first nine months of fiscal 2001 from $13.7
million in the first nine months of fiscal 2000.   Revenue increased for
Assessment and Selection, Performance Improvement Services and Training and
Development.

Employment Process Outsourcing revenue increased by $4.5 million, or 24.5%, to
$22.6 million in the first nine months of fiscal 2001 from $18.2 million in the
first nine months of fiscal 2000.  Revenue increased for both background
investigation and employment outsourcing.

Compensation Services and Market Share Studies revenue increased $5.1 million,
or 26.4%, to $24.6 million in the first nine months of fiscal 2001 from $19.5
million in the first nine months of fiscal 2000. Revenues increased for both
surveys and consulting.

Cost of services increased $5.9 million, or 21.6%, to $33.4 million in the first
nine months of fiscal 2001 from $27.4 million in the first nine months of fiscal
2000.  Higher personnel and outside service expenses, associated with higher
volume, account for the increase.  As a percentage of revenue, cost of services
were 52.4% in the first nine months of fiscal 2001 compared to 53.4% in the
first nine months of fiscal 2000.

General and Administrative expense increased $1.3 million, or 9.4% to $14.8
million in the first nine months of fiscal 2001 from $13.5 million in the first
nine months of fiscal 2000.  Higher personnel expenses and professional fees,
associated primarily with information technology initiatives, account for the
increase.  As a percentage of revenue, general and administrative expense was
23.3% in the first nine months of fiscal 2001 compared to 26.3% in the first
nine months of fiscal 2000.

Sales and marketing expense increased $.6 million, or 13.4% to $5 million in the
first nine months of fiscal 2001 from $4.4 million in the first nine months of
fiscal 2000.  Higher personnel, advertising and other business development
expenses accounted for the increase.  As a percentage of revenue, sales and
marketing expense was 7.8% in the first nine months of fiscal 2001 compared to
8.5% in the first nine months of fiscal 2000.

Research and Development expense increased by $.1 million, or 7.2%, to $1.7
million in the first nine months of fiscal 2001 from $1.6 million in the first
nine months of fiscal 2000.  Higher professional fees accounted for the
increase.  As a percentage of revenue, research and development expense was 2.6%
in the first nine months of fiscal 2001 compared to 3% in the first nine months
of fiscal 2000.

Charges related to the investment in CyberU were $.2 million in the first nine
months of fiscal 2001. Net interest expense decreased by $.5 million, to $.6
million, in the first nine months of fiscal 2001
<PAGE>

from $1.2 million in the first nine months of fiscal 2000 due to lower debt
balances outstanding as well as higher interest income earned on cash balances
invested.

As a percentage of pretax income, the provision for income taxes was 42.7% in
the first nine months of fiscal 2001 compared to 42.9% in the first nine months
of fiscal 2000.

(Percentages are based on actual amounts as opposed to the rounded amounts shown
above.)

Liquidity and Capital Resources

The Company's liquidity needs arise from capital requirements, capital
expenditures and principal and interest payments on debt.  Historically, the
Company's source of liquidity has been cash flow generated internally from
operations, supplemented by short-term borrowings under bank lines of credit and
long-term equipment financing.

Cash flow provided by operating activities during the first nine months of
fiscal 2001 was $2,646,797, due to increases in accounts receivable and
reductions in accounts payable and accrued expenses.  Cash flow used in
investing activities of $4,312,644 in the first nine months of 2001 was
primarily for the investment in CyberU and fixed asset additions. Cash flow used
in financing activities was $2,414,208 in the first nine months of fiscal 2001
and was primarily attributable to the repayment of outstanding debt.

In November 1997, the Company entered into a new bank credit agreement (the
"Credit Facility") which provides a $15 million term loan and a $5 million
revolving credit facility.  The revolving credit facility was subsequently
increased to $10 million in December 1998. This agreement expires November 13,
2002.  At December 31, 2000, borrowings under the term loan were $8,500,000 and
there were no borrowings under the revolving credit facility.  The Company also
had borrowings at December 31, 2000 under an equipment lease facility of
approximately $317,000. The Credit Facility contains various financial and other
covenants and conditions, including, but not limited to, limitations on capital
expenditures and paying dividends, making acquisitions and incurring additional
indebtedness.

Management believes its working capital, line of credit and cash flows from
operations will be sufficient to meet expected future working capital
requirements.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk, i.e. the risk of loss arising from
adverse changes in interest rates and foreign currency exchange rates.

Interest Rate Exposure:  The Company has entered into an interest rate swap at a
fixed rate of 9% per annum on borrowings under its credit facility of up to
$5,000,000.

Foreign Exchange Exposure:  Portions of the Company's operations are conducted
in Hong Kong, Japan and the United Kingdom.  Exchange rate fluctuations between
the US dollar/Hong Kong dollar, US dollar/Japanese Yen and the US dollar/Pound
Sterling result in fluctuations in the amounts relating
<PAGE>

to the Hong Kong, Japan and United Kingdom operations reported in the Company's
consolidated financial statements. The Company has not entered into hedging
transactions with respect to its foreign currency exposure, but may do so in the
future.



PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  The following exhibit is filed as part of this report:



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


                   27.1                      Financial Data Schedule.



                                   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.


                           ASI SOLUTIONS INCORPORATED


Date: February 12, 2001    By: /s/  MICHAEL J. MELE
                               --------------------
                             Michael J. Mele
                             Senior Vice President and Chief Financial Officer
                             (on behalf of the registrant and as principal
                             financial and accounting officer)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-2001             MAR-31-2000
<PERIOD-START>                             APR-01-2000             APR-01-1999
<PERIOD-END>                               DEC-31-2000             DEC-31-1999
<CASH>                                       7,727,526               4,436,925
<SECURITIES>                                         0                       0
<RECEIVABLES>                               15,853,719              14,466,658
<ALLOWANCES>                                   235,967                 186,043
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                            24,238,323              20,494,237
<PP&E>                                      12,067,711              10,024,718
<DEPRECIATION>                               6,851,693               4,925,680
<TOTAL-ASSETS>                              55,038,760              48,919,724
<CURRENT-LIABILITIES>                       19,378,860              17,187,384
<BONDS>                                              0                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<COMMON>                                        70,632                  66,846
<OTHER-SE>                                  29,966,479              21,967,971
<TOTAL-LIABILITY-AND-EQUITY>                55,038,760              48,919,724
<SALES>                                              0                       0
<TOTAL-REVENUES>                            63,692,131              51,390,674
<CGS>                                       33,362,688              27,437,355
<TOTAL-COSTS>                               54,800,941              46,907,596
<OTHER-EXPENSES>                               195,500                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                             904,293               1,207,920
<INCOME-PRETAX>                              8,054,724               4,483,078
<INCOME-TAX>                                 3,439,692               1,428,257
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 4,615,032               1,902,077
<EPS-BASIC>                                        .68                     .29
<EPS-DILUTED>                                      .64                     .28


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