8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


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



         Date of Report (Date of earliest event reported) April 29, 2004
                           IKON Office Solutions, Inc.
             (Exact name of registrant as specified in its charter)




        OHIO                       File No. 1-5964             23-0334400
    (State or other               (Commission File          (IRS Employer
    jurisdiction of                    Number)              Identification
    incorporation)                                              Number)


                 P.O. Box 834, Valley Forge, Pennsylvania 19482


       Registrant's telephone number, including area code: (610) 296-8000



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








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

     c.   The following exhibits are furnished in accordance with the provisions
          of Item 601 of Regulation S-K:

          99.1 Press Release dated April 29, 2004.
          99.2 Slides accompanying the Press Release dated April 29, 2004

Item 12.  Results of Operation and Financial Condition

     On April 29, 2004,  IKON Office  Solutions,  Inc. (the "Company" or "IKON")
issued a press release  announcing its  consolidated  financial  results for the
second quarter of fiscal year 2004. A copy of this press release is furnished as
exhibit 99.1 with this report.  The slides  accompanying  this press release are
furnished as exhibit 99.2.

Additional information regarding the second quarter results and the Company's
outlook for the next quarter and Fiscal 2004 will be discussed on a conference
call hosted by IKON at 9:30 a.m. EST on Thursday, April 29, 2004. Please call
(719) 457-2617 to participate. The live audio broadcast of the call, with
slides, can be accessed on IKON's Investor Relations homepage. A complete replay
of the conference call will also be available on IKON's Investor Relations
homepage approximately two hours after the call ends through the next quarterly
reporting period. To listen, please go to www.ikon.com and click on Investor
Relations. Beginning at 1:00 p.m. EST on April 29, 2004 and ending at midnight
EST on May 2, 2004, a complete replay of the conference call can also be
accessed via telephone by calling (719) 457-0820 and using the access code
541194.

This report includes information which may constitute forward-looking statements
within the meaning of the federal securities laws. These forward-looking
statements include, but are not limited to, statements relating to our expected
third quarter and full fiscal 2004 results, expected consummation of the IKON
/GE transaction in Canada, the ability to execute long-term strategic
initiatives, growth and operational efficiency, plans to replace the Company's
credit facility and expected impact of the IOS Capital/GE transaction. Although
IKON 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 statements are based upon management's current plans or
expectations and are subject to a number of risks and uncertainties, including,
but not limited to: risks and uncertainties relating to conducting operations in
a competitive environment and a changing industry; delays, difficulties,
management transitions and employment issues associated with consolidation of,
and/or changes in business operations; the implementation, timing and cost of
the e-IKON initiative; risks and uncertainties associated with existing or
future vendor relationships; and general economic conditions. Certain additional
risks and uncertainties are set forth in IKON's 2003 Annual Report on Form 10-K
filed with the Securities and Exchange Commission. As a consequence of these and
other risks and uncertainties, IKON's current plans, anticipated actions and
future financial condition and results may differ materially from those
expressed in any forward-looking statements.









                                    SIGNATURE


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



                                      IKON OFFICE SOLUTIONS, INC.




                                      By: /s/ William S. Urkiel
                                          --------------------------------
                                               William S. Urkiel
                                               Senior Vice President and
                                               Chief Financial Officer



Dated:  April 29, 2004

EX-99

                                                   IKON Office Solutions, Inc.
                                                    P.O. Box 834
                                                    Valley Forge, PA  19482-0834
                                                    70 Valley Stream Parkway
                                                    Malvern, PA  19355

  News Release

Contacts:

Veronica L. Rosa                                         Steven K. Eck
Investor Relations                                       Media Relations
610-408-7196                                             610-408-7295
vrosa@ikon.com                                           seck@ikon.com
- --------------                                           -------------


                             IKON ANNOUNCES RESULTS
                      FOR THE SECOND QUARTER OF FISCAL 2004

                       Earnings in Line With Expectations
              Growth Platforms Yielding Results in Strategic Areas

Valley Forge, Pennsylvania - April 29, 2004 - IKON Office Solutions (NYSE:IKN),
the world's largest independent channel for document management systems and
services, today reported results for the second fiscal quarter ended March 31,
2004. Revenues of $1.18 billion grew modestly in the second quarter compared to
the prior year, with foreign currency translation providing a 2.2% revenue
benefit. Net income of $30.2 million, or $.19 per diluted share, includes a
pretax loss of $12.1 million, or $.04 per diluted share, from the sale of the
Company's U.S. leasing operations; a pretax loss on early extinguishment of debt
of $3.1 million, or $.01 per diluted share, primarily related to the
cancellation of the Company's credit facility on March 31; and, a tax benefit of
$4.7 million, or $.02 per diluted share, associated with the utilization of net
operating losses as a result of the tax gain generated on the sale of the U.S.
leasing operations. Excluding these items, earnings per diluted share for the
second quarter of Fiscal 2004 were $.22.

"Our results reflect the investments made to strengthen our service offerings
and to expand our sales channels into the higher growth areas of the market,
such as color and high-end black & white technologies that continue to fuel the
aftermarket," stated Matthew J. Espe, IKON's Chairman and Chief Executive
Officer. "While the equipment market continues to be competitive, we experienced
positive trends in our focus areas of color and high-end production, as well as
our other two strategic areas: aftermarket and document services, which
represent over 54% of the Company's revenue mix. For example, sales of color
technologies grew 62% in the quarter, which will continue to provide a steady
source of profitable aftermarket revenues from equipment service and consumables
in the future. Furthermore, the added resources we deployed this fiscal year to
support our national account program delivered over 100% growth in revenues over
the prior year, making the initiative another contributor to the improvement in
aftermarket we experienced this quarter. We are also benefiting from an
increasing demand for our expertise in Professional Services. These services, as
well as our portfolio of workflow enablers from a range of industry leaders,
provide added advantage for IKON in the marketplace, as integrated workflow
strategies gain increasing importance with customers.






"We also experienced operational improvements from our e-IKON investment,
particularly in supply chain which delivered another record level of inventory
turns for the quarter. In addition, the improvements we've achieved in our
Canadian operations over the last several quarters enabled us to recognize a
deferred tax benefit on net operating loss carryovers in Canada of $2.6 million.
All of these improvements indicate that our growth platforms and efficiency
investments are beginning to yield results. With the completion of our U.S.
leasing transaction with GE Commercial Finance ("GE") and the pending
transaction for our Canadian lease portfolio, we can now sharpen our focus on
our core business as a global document management sales and service channel, and
we look forward to the opportunities additional financial flexibility will
provide to further improve our leadership position within the industry.

"Our financial position today continues to strengthen," continued Espe.
"Unrestricted cash was $853 million at the end of the second quarter, and total
debt has declined by over $1.1 billion from the second quarter a year ago. We
are already on track in the third quarter to further strengthen our capital
structure with the completion of our recent tender for $250 million of the June
2008 notes. The additional resources from the U.S. and Canadian leasing
transactions will give us the opportunity to invest in our business initiatives
and drive our long-term growth and operational efficiency."

Financial Analysis

Supply revenues and related costs sold as part of bundled service contracts were
reclassified from Net Sales to Services in the second quarter. Reclassification
adjustments for 2002, 2003 and the first quarter of Fiscal 2004 can be found on
the Company's investor relations site of IKON.com. There is no impact on total
revenues, operating margin, or net income for these periods.

Net Sales of $500.7 million, which includes the sale of copier/printer
equipment, direct supplies and technology hardware, declined by 1.8% from the
second quarter of Fiscal 2003. Sales of technology hardware declined by $5
million in the quarter, while direct supply sales remained relatively flat
compared to the prior year. Sales of copier/printer equipment declined 1% from
the prior year, with declines in lower-end, segment 1 to 4 and fax offsetting
strong color and high-end black & white production performance over the prior
year. Color equipment revenues grew by 62% in the quarter, due to the strong
portfolio of products from industry leaders -- Canon, Ricoh, and the IKON CPP
8050 co-branded with Konica-Minolta. The Company also continued to build its
installed base of high-end black & white equipment with installations of Canon
imageRUNNER110/150s increasing by 20% from the second quarter of the prior year.
Revenues from color, as well as high-end black & white equipment, represent an
increasingly larger portion of the Company's product mix. This strengthened mix
will continue to be a key factor in supporting future services growth. Gross
profit margin on Net Sales declined to 28.3% from 30.5% in the second quarter of
Fiscal 2003, due primarily to continued market competitiveness, customer mix and
write-offs in the quarter.

Services of $585.4 million, which include revenues from the servicing of
copier/printer equipment and other document services, grew by 2.3% from the
second quarter of Fiscal 2003. Revenues from the servicing of copier/printer
equipment grew by 2.6% from the prior year, as the Company begins to realize the
benefits of a stronger mix of color and high-end technologies and strategic
investments that enhance the potential for aftermarket revenues. Other document
services, which include outsourcing and Professional Services, grew by 1.8%, the
majority of which was due to growth in Professional Services. Gross profit
margin on Services of 40.8% increased from 40.5% in the prior year due to
continued productivity and operational improvements.

Finance Income of $98.3 million grew by 1.3% from the prior year. Gross profit
margin from finance subsidiaries was 65.1% for the second quarter, up from 62.2%
for the same period a year ago due to a continued decline in cost of capital
throughout Fiscal 2003. In the second quarter, approximately 84% of IKON's
equipment revenues in the U.S. were financed through IOS Capital, LLC, IKON's
former U.S. captive lease subsidiary. Beginning in the third quarter, these






equipment sales will be financed through the Company's strategic alliance with
GE that effectively transitions IKON out of the captive finance business in
North America. Under the agreement with GE, IKON will receive origination fees
and other revenue opportunities from GE.

Operating income decreased to $49.5 million for the second quarter of Fiscal
2004 from $69.8 million a year ago, primarily due to the loss on divestiture of
business described below and a higher level of Selling and Administrative
expenses. Selling and Administrative expenses increased by $5.3 million from the
prior year, due primarily to foreign currency translation and increases in
pension and other benefits that were offset by operational improvements. As a
percentage of revenues, Selling and Administrative expenses were 32.4% compared
to 32.0% a year ago. Interest expense of $9.7 million declined by $2.9 million
from the second quarter of Fiscal 2003, due to continued reductions in non-lease
financing related debt.

Divestiture of Business
On March 31, 2004, the Company announced the completion of its previously
announced transaction with GE for its U.S. leasing business. As part of the
transaction, and subject to post-closing adjustments, IKON sold certain assets
and liabilities of IOS Capital and transferred IOS Capital's facilities, systems
and processes to GE. In addition, under the terms of a Program Agreement, GE has
become IKON's preferred lease-financing source in the U.S. The Company has also
signed a definitive agreement with GE to sell the Company's approximate CN$230
million Canadian lease portfolio to GE and, as part of this transaction, GE will
also become IKON's preferred lease-financing source for its Canadian operations.
The Canadian sale is subject to required regulatory approvals and customary
conditions and is expected to close in the third quarter of Fiscal 2004.

The Company incurred approximately $12.1 million, or $7.5 million net of tax, in
expenses consisting primarily of accounting, legal and consulting fees and other
miscellaneous expenses associated with the transaction.

Balance Sheet and Liquidity
Unrestricted cash was $853 million at the end of the second quarter, up
significantly from the prior year due to cash proceeds received as a result of
the transaction described above. A portion of the proceeds received on March 31
were used to repay the outstanding balance of the Company's U.S. lease financing
conduit facilities, further improving the Company's financial position. As of
March 31, 2004, current and long-term debt totaled $2.2 billion, of which
approximately $1.2 billion is supported by lease receivable contracts totaling
$1.6 billion. Since the second quarter of Fiscal 2003, debt has declined by $1.1
billion, and total debt to capital has declined to 56.3% from 67.7%.

Loss on early extinguishment of debt of $3.1 million in the second quarter of
Fiscal 2004 was primarily related to the cancellation of the Company's credit
facility on March 31, 2004. The facility was terminated concurrent with the
closing of the IOS Capital/GE transaction. The Company intends to replace the
facility with terms more appropriate for its capital structure and growth
objectives.

IKON's Board of Directors approved the Company's regular quarterly cash dividend
of $.04 per common share, payable on June 10, 2004 to holders of record at the
close of business on May 24, 2004.

Outlook
The Company has revised expectations for Fiscal 2004 reflecting the impact of
the IOS Capital/GE transaction, which includes the deployment of cash proceeds
from the IOS Capital/GE transaction announced to date; but excluding the impact
of any future deployment of cash proceeds. Fiscal 2004 earnings per diluted
share are expected to be in the range of $.70 to $.75. Third quarter diluted
earnings per share are expected to be in the range of $.15 to $.18. These
expectations exclude the loss on divestiture and related tax benefit in the






quarter, and losses on early extinguishment of debt. As a result of the
completion of the tender for $250 million of the June 2008 notes, the Company
expects to incur a pretax loss on early extinguishment of debt of approximately
$32 million to $34 million in the third quarter of Fiscal 2004. Additional
information regarding cash proceeds, use of cash, and pro-forma financial
information are included on the slides that accompany today's conference call.

About IKON
IKON Office Solutions (www.ikon.com) integrates imaging systems and services
that help businesses manage document workflow and increase efficiency. As the
world's largest independent distribution channel for copier and printer
technologies, IKON offers best-in-class systems from leading manufacturers such
as Canon, Ricoh and HP and service support through its team of 7,000 service
professionals worldwide. IKON also represents the industry's broadest portfolio
of document management services: outsourcing and professional services, on-site
copy and mailroom management, fleet management, off-site digital printing
solutions, and customized workflow and imaging application development. With
Fiscal 2003 revenues of $4.7 billion, IKON has approximately 600 locations
throughout North America and Europe.

================================================================================

  QUARTERLY EARNINGS CONFERENCE CALL: Additional information regarding the
  second quarter results and the Company's outlook for the next quarter and
  Fiscal 2004 will be discussed on a conference call hosted by IKON at 9:30 a.m.
  EST on Thursday, April 29, 2004. Please call (719) 457-2617 to participate.
  The live audio broadcast of the call, with slides, can be accessed on IKON's
  Investor Relations homepage. A complete replay of the conference call will
  also be available on IKON's Investor Relations homepage approximately two
  hours after the call ends through the next quarterly reporting period. To
  listen, please go to www.ikon.com and click on Investor Relations. Beginning
  at 1:00 p.m. EST on April 29, 2004 and ending at midnight EST on May 2, 2004,
  a complete replay of the conference call can also be accessed via telephone by
  calling (719) 457-0820 and using the access code 541194.


  NON-GAAP INFORMATION: In the event any non-GAAP measures are discussed during
  the conference call, a file will be available, within 24 hours, on the
  Company's website, www.ikon.com, that reconciles non-GAAP and GAAP results.
  The file can be accessed on the Investor Relations home page.
================================================================================


This news release includes information which may constitute forward-looking
statements within the meaning of the federal securities laws. These
forward-looking statements include, but are not limited to, statements relating
to our expected third quarter and full fiscal 2004 results, expected
consummation of the IOS Capital/GE transaction in Canada, the ability to execute
long-term strategic initiatives, growth and operational efficiency, plans to
replace the Company's credit facility and expected impact of the IOS Capital/GE
transaction. Although IKON 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 statements are based upon
management's current plans or expectations and are subject to a number of risks
and uncertainties, including, but not limited to: risks and uncertainties
relating to conducting operations in a competitive environment and a changing
industry; delays, difficulties, management transitions and employment issues
associated with consolidation of, and/or changes in business operations; the
implementation, timing and cost of the e-IKON initiative; risks and
uncertainties associated with existing or future vendor relationships; and
general economic conditions. Certain additional risks and uncertainties are set
forth in IKON's 2003 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. As a consequence of these and other risks and
uncertainties, IKON's current plans, anticipated actions and future financial
condition and results may differ materially from those expressed in any
forward-looking statements.
                                     (FIKN)
                                      # # #









                                                                                   

IKON Office Solutions, Inc.

FINANCIAL SUMMARY (in thousands, except earnings per share)
(unaudited)
                                                                           Second Quarter Fiscal
                                                                  ----------------------------------------
                                                                         2004                     2003
                                                                  ---------------          ---------------
Revenues
Net sales                                                       $        500,683         $        509,980
Services                                                                 585,375                  572,396
Finance income                                                            98,259                   97,008
- ----------------------------------------------------------------------------------------------------------
                                                                       1,184,317                1,179,384
- ----------------------------------------------------------------------------------------------------------

Costs and Expenses
Cost of goods sold                                                       358,827                  354,606
Services costs                                                           346,295                  340,466
Finance interest expense                                                  34,336                   36,644
Selling and administrative                                               383,220                  377,900
Loss from divestiture of business                                         12,125
- ----------------------------------------------------------------------------------------------------------
                                                                       1,134,803                1,109,616
- ----------------------------------------------------------------------------------------------------------

Operating income                                                          49,514                   69,768
Loss (gain) from early extinguishment of debt                              3,146                   (1,348)
Interest expense, net                                                      9,662                   12,607
- ----------------------------------------------------------------------------------------------------------
Income before taxes on income                                             36,706                   58,509
Taxes on income                                                            6,533                   22,087
- ----------------------------------------------------------------------------------------------------------
Net income                                                      $         30,173         $         36,422
                                                                  ===============          ===============


Basic Earnings Per Common Share                                 $           0.20         $           0.25
                                                                  ===============          ===============

Diluted Earnings Per Common Share                               $           0.19 (a)     $           0.23 (a)
                                                                  ===============          ===============

Weighted Average Common Shares Outstanding, Basic                        147,453                  144,483
                                                                  ===============          ===============

Weighted Average Common Shares Outstanding, Diluted                      170,901                  167,037
                                                                  ===============          ===============


Operations Analysis:
      Gross profit %, net sales                                            28.3%                    30.5%
      Gross profit %, services                                             40.8%                    40.5%
      Gross profit %, finance subsidiaries                                 65.1%                    62.2%
      Total gross profit %                                                 37.6%                    38.0%
      Selling and administrative as a % of revenue                         32.4%                    32.0%
      Operating income as a % of revenue                                    4.2%                     5.9%


(a)  The calculation of diluted earnings per common share for the second quarter
     of fiscal 2004 and 2003 assumes the conversion of convertible  notes issued
     in May 2002  resulting in 19,960 shares.  For purposes of diluted  earnings
     per common share, net income for the second quarter of fiscal 2004 and 2003
     includes  the  add-back  of $2,328 and $2,302,  respectively,  representing
     interest expense, net of taxes, associated with such convertible notes.










                                                                                        

IKON Office Solutions, Inc.
- ---------------------------

FINANCIAL SUMMARY (in thousands, except earnings per share)
(unaudited)
                                                                         Year to Date Fiscal
                                                              ----------------------------------------
                                                                     2004                  2003
                                                              -------------------    -----------------
Revenues
Net sales                                                   $            963,411              986,257
Services                                                               1,160,116            1,158,598
Finance income                                                           197,270              191,907
- ------------------------------------------------------------------------------------------------------
                                                                       2,320,797            2,336,762
- ------------------------------------------------------------------------------------------------------

Costs and Expenses
Cost of goods sold                                                       685,063              680,521
Services costs                                                           690,534              684,646
Finance interest expense                                                  69,275               75,663
Selling and administrative                                               759,688              761,694
Loss from divestiture of business                                         12,125
- ------------------------------------------------------------------------------------------------------
                                                                       2,216,685            2,202,524
- ------------------------------------------------------------------------------------------------------

Operating income                                                         104,112              134,238
Loss (gain) from early extinguishment of debt                              3,219               (1,250)
Interest expense, net                                                     19,747               24,818
- ------------------------------------------------------------------------------------------------------
Income before taxes on income                                             81,146              110,670
Taxes on income                                                           23,308               41,778
- ------------------------------------------------------------------------------------------------------
Net income                                                  $             57,838               68,892
                                                              ===================    =================


Basic Earnings Per Common Share                             $               0.39                 0.48
                                                              ===================    =================

Diluted Earnings Per Common Share                           $               0.37 (a)             0.44 (a)
                                                              ===================    =================

Weighted Average Common Shares Outstanding, Basic                        146,975              144,318
                                                              ===================    =================

Weighted Average Common Shares Outstanding, Diluted                      170,031              166,956
                                                              ===================    =================


Operations Analysis:
      Gross profit %, net sales                                            28.9%                31.0%
      Gross profit %, services                                             40.5%                40.9%
      Gross profit %, finance subsidiaries                                 64.9%                60.6%
      Total gross profit %                                                 37.7%                38.3%
      Selling and administrative as a % of revenue                         32.7%                32.6%
      Operating income as a % of revenue                                    4.5%                 5.7%


(a)  The  calculation  of diluted  earnings  per common  share for  year-to-date
     fiscal 2004 and 2003 assumes the conversion of convertible  notes issued in
     May 2002 resulting in 19,960 shares.  For purposes of diluted  earnings per
     common share,  net income for the first six months ended March 31, 2004 and
     2003 includes the add-back of $4,681 and $4,656, respectively, representing
     interest expense, net of taxes, associated with such convertible notes.











                                                                                                       

IKON Office Solutions, Inc.
- ---------------------------

COMPUTATIONS OF EARNINGS PER COMMON SHARE
(in thousands, except earnings per share)
(unaudited)
                                                                              Three Months Ended March 31,
                                                           ----------------------------------------------------------------

                                                                       2004                                2003
                                                           ----------------------------        ----------------------------

                                                             Basic           Diluted             Basic           Diluted
                                                           -----------      -----------        -----------      -----------

Average Shares Outstanding
Common shares                                                 147,453          147,453            144,483          144,483
Convertible notes                                                               19,960                              19,960
Restricted stock awards                                                            341                                 251
Stock options                                                                    3,147                               2,343
- ---------------------------------------------------------------------------------------------------------------------------
   Total shares                                               147,453          170,901            144,483          167,037
- ---------------------------------------------------------------------------------------------------------------------------

Income
Net income                                               $     30,173     $     30,173       $     36,422     $     36,422
Interest on convertible notes, net                                               2,328                               2,302
- ---------------------------------------------------------------------------------------------------------------------------
Adjusted net income                                      $     30,173     $     32,501       $     36,422     $     38,724
- ---------------------------------------------------------------------------------------------------------------------------


- ---------------------------------------------------------------------------------------------------------------------------
EPS                                                      $       0.20     $       0.19       $       0.25     $       0.23
===========================================================================================================================


                                                                                Six Months Ended March 31,
                                                           ----------------------------------------------------------------

                                                                        2004                                2003
                                                           ----------------------------        ----------------------------

                                                              Basic           Diluted             Basic           Diluted
                                                           -----------      -----------        -----------      -----------
Average Shares Outstanding
Common shares                                                 146,975          146,975            144,318          144,318
Convertible notes                                                               19,960                              19,960
Restricted stock awards                                                            334                                 257
Stock options                                                                    2,762                               2,421
- ---------------------------------------------------------------------------------------------------------------------------
   Total shares                                               146,975          170,031            144,318          166,956
- ---------------------------------------------------------------------------------------------------------------------------

Income
Net income                                               $     57,838     $     57,838       $     68,892     $     68,892
Interest on convertible notes, net                                               4,681                               4,656
- ---------------------------------------------------------------------------------------------------------------------------
Adjusted net income                                      $     57,838     $     62,519       $     68,892     $     73,548
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
EPS                                                      $       0.39     $       0.37       $       0.48     $       0.44
===========================================================================================================================











                                                                                                      


                                                      IKON Office Solutions, Inc.
                                                      Consolidated Balance Sheets
                                                              Preliminary

                                                                                             March 31,
                                                                                                2004     September 30,
(in millions)                                                                               (unaudited)      2003
- ----------------------------------------------------------------------------------------------------------------------
Assets
Cash and cash equivalents                                                                     $ 853.3       $ 360.0
Restricted cash                                                                                 122.7         165.3
Accounts receivable, less allowances of:  March 31, 2004 - $20.8;
   September 30, 2003 - $14.3                                                                   543.6         560.3
Finance receivables, less allowances of: March 31, 2004 - $2.5;
   September 30, 2003 - $20.5                                                                   536.0       1,205.1
Inventories                                                                                     241.5         224.3
Prepaid expenses and other current assets                                                        76.1         103.4
Deferred taxes                                                                                   44.1          44.1
Receivable from sale of business                                                                177.5
Assets held for sale                                                                            176.9
- ----------------------------------------------------------------------------------------------------------------------
Total current assets                                                                          2,771.7       2,662.5
- ----------------------------------------------------------------------------------------------------------------------

Long-term finance receivables, less allowances of:  March 31, 2004 -
   $8.2; September 30, 2003 - $38.0                                                           1,077.5       2,370.9

Equipment on operating leases, net                                                               63.9         103.5

Property and equipment, net                                                                     165.8         177.6

Goodwill, net                                                                                 1,289.4       1,258.4

Other assets                                                                                     99.4          66.6
- ----------------------------------------------------------------------------------------------------------------------
Total Assets                                                                               $  5,467.7    $  6,639.5
- ----------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current portion of corporate debt                                                          $     95.7    $      6.5
Current portion of debt supporting finance contracts                                            549.7       1,445.2
Notes payable                                                                                     1.4           4.0
Trade accounts payable                                                                          168.3         245.7
Accrued salaries, wages and commissions                                                         105.6         117.1
Deferred revenues                                                                               127.2         143.5
Other accrued expenses                                                                          548.5         275.4
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                     1,596.4       2,237.4
- ----------------------------------------------------------------------------------------------------------------------

Long-term corporate debt                                                                      1,001.6         419.1

Long-term debt supporting finance contracts                                                     600.3       1,563.5

Deferred taxes                                                                                  238.2         482.6

Other long-term liabilities                                                                     285.4         301.5

Commitments and contingencies

Shareholders' Equity
Common stock, no par value:  authorized: 300.0 shares; issued: March 31, 2004-149.9
  shares; September 30, 2003-150.0 shares;
   outstanding:  March 31, 2004-147.7 shares; September 30, 2003-
   146.4 shares                                                                               1,015.1       1,015.7
Series 12 preferred stock, no par value:  authorized 480 shares; none
   issued or outstanding
Unearned compensation                                                                            (2.3)         (2.5)
Retained earnings                                                                               742.2         696.1
Accumulated other comprehensive loss                                                             (2.1)        (60.8)
Cost of common shares in treasury:  March 31, 2004 -1.6 shares;
   September 30, 2003-2.9 shares                                                                 (7.1)        (13.1)
- ----------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity                                                                    1,745.8       1,635.4
- ----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity                                                   $5,467.7      $6,639.5
- ----------------------------------------------------------------------------------------------------------------------

EX-99

IKON
Second Quarter, Fiscal 2004
Earnings Release
April 29, 2004

Matthew J. Espe, Chairman & CEO

William S. Urkiel, Sr. Vice President & CFO

Investor Relations:  Veronica Rosa

Investment
Considerations

The following presentation includes information about IKON’s financial and business
goals and strategies which constitute “forward-looking” statements within the
meaning of the federal securities laws. These forward-looking statements include, but
are not limited to, statements regarding the following: the future benefits of a strategic
relationship with GE Commercial Finance, including anticipated fees and profit-sharing
under the Program Agreement with GE; improvements to our balance sheet, earnings
stream, revenues, margins, SG&A, cash flows and greater overall financial flexibility;
growth in our core business; the use of proceeds from the transaction with GE; the
implementation of e-IKON; the effect of competitive pressures on equipment sales;
and pro forma financial statements.  Such forward-looking statements reflect the
current views of IKON with respect to future events and are subject to certain risks,
uncertainties and assumptions that could affect IKON’s current plans, anticipated
actions, and future results as described in IKON’s filings with the Securities and
Exchange Commission.

In this presentation, we may comment on certain non-GAAP financial measures.  A
reconciliation of these non-GAAP financial measures to GAAP can be found within the
investor relations section of IKON.com.   

2

2^nd Quarter Review

Matthew J. Espe

Chairman and Chief Executive Officer

3

Second quarter highlights

Revenue trends and profit

dynamics

Financial position  

Second Quarter Recap

Revenues of $1.18 billion

Diluted EPS of $.19 per share

Diluted EPS of $.22 per share, as adjusted
for leasing sale-related items

4

5

(continued)

Second Quarter Recap

GAAP

Non-GAAP

Three Months Ended March 31, 2004

As Reported

Adjustments

Adjusted

(in millions, except per share data)

Loss on divestiture of business

12,125

(a)

(12,125)

-

Operating Income

49,514

$            

61,639

$                  

Loss on early extinguishment of debt

3,146

(b)

(3,146)

-

Interest expense, net

9,662

9,662

Income before income taxes

36,706

51,977

Incomes taxes

6,533

(c)

10,485

17,018

Net Income

30,173

$            

34,959

$                  

Weighted Avg. Shares Outstanding, Diluted

170,901

(d)

170,901

Diluted earnings per common share

0.19

$               

(d)

0.22

$                     

(a)

(b)

(c)

(d)

See footnote (a) on Profit and Loss Statement for conversion calculation

Excludes the loss on divestiture which arose from expenses associated with the sale of certain assets and liabilities and all of the operations

of IOS Capital on March 31, 2004.  Loss on divestiture of business, net of taxes, for the three months ended March 31, 2004 was $7,548

Excludes the tax benefit recognized on the reversal of a valuation allowance against net operating losses of IOS Capital as a result of the tax

gain on IOSC sale to GE of $4,720 and taxes related to (a) and (b) above

Excludes the loss from the early extinguishment of debt which arose primarily from the write-off of unamortized costs related to the 2002

credit facility.  Loss from early extinguishment of debt, net of taxes, for the three months ended March 31, 2004 was $1,958

Second Quarter Highlights

Growth platforms beginning to yield results in each strategic area:

Equipment:  improving mix, but market remains competitive

Aftermarket:  color and high-end B&W fueling positive aftermarket results

Document Services:  Outsourcing, Professional Services improving trends

Efficiency initiatives driving early benefits in selected areas

e-IKON - supply chain

Early Six Sigma benefits in the quarter

Improved Canadian performance drives tax benefit of $2.6 million in quarter

Financial flexibility objectives achieved

Exiting captive leasing business in U.S. and Canada

Business model simplified; capital structure transformed

Sale proceeds being deployed to improve long-term earnings stream and
return value to shareholders

6

Revenue Trends Improving

Blended growth for three strategic areas
of business

Services mix will continue to strengthen;
54% at quarter end

Finance income will begin to decline in
the third quarter

7

8

(continued)

Revenue Trends Improving

Year Over Year Revenue Growth

% of

(Note:  not in financial reporting format)

Revenue

1Q03

2Q03

3Q03

4Q03

1Q04

2Q04

Mix

Equipment

-3%

-3%

-4%

4%

-1%

-1%

37%

Aftermarket (service & supplies)

-2%

-4%

-1%

-4%

-6%

2%

35%

Document Services

0%

-2%

-2%

-1%

7%

2%

19%

Blended Revenue growth(decline)

-2%

-3%

-2%

0%

-1%

1%

91%

Technology hardware

-58%

-54%

-60%

-51%

-39%

-25%

1%

Divested, downsized services

-78%

-64%

-49%

3%

n/a

n/a

0%

Finance

2%

4%

5%

4%

4%

1%

8%

Total Revenue growth(decline)

-6.1%

-5.3%

-5.0%

-1.3%

-1.8%

0.4%

100%

Foreign currency translation

0.9%

1.5%

1.6%

1.2%

1.9%

2.2%

Equipment Trends

Sequential growth of 8%

Year over year decline of 1%

Office, analog declines
offsetting color and production

Color revenues up 62%

IKON CPP8050, co-branded
with Konica-Minolta, successful

Canon and Ricoh product
refreshes also driving demand

Installed base of higher-end
Seg. 6 Canon iR110/iR150s
continues to grow

20% increase in placements (yr-
yr)

IKON distributing over 80% of
these products for Canon

Stronger mix strengthens
future aftermarket

9

Equipment Revenue Mix

FY ‘01

FY ‘02

FY '03

YTD'04

B&W segment 1-4

76%

70%

63%

62%

B&W segment 5-6, color

24%

30%

37%

38%

TOTAL

100%

100%

100%

100%

Growth Platforms

Executing operational priorities

National account revenues up over 100% from prior year

Increased level of wins in 2^nd Qtr., including largest win yet

Building pipeline of equipment, aftermarket and services
potential

National account revenues 8% of total revenues for 2^nd Qtr.

Metro markets gaining share

Above average growth in equipment revenues in 2nd Qtr.

European expansion; new cities delivering new revenues

New cities contributing to performance

6 Pan European account wins year to date

Outsourcing gaining vertical strengths

Professional Services

Continues to outperform

New platform will leverage IKON’s channel, services strengths

Goals

Grow share of
equipment market
to expand
aftermarket base

Strengthen
services mix

Priorities

Supplier integration

National accounts,
metro markets

Product mix:  color
& high-end

Europe expansion

Services
expansion

10

Gross Margins

Gross margins declined 40 basis points (bp) to 37.6%

Gross profit relatively flat due to services mix benefit

Net Sales – market competitiveness; customer mix

Services - revenue and productivity improvements

Finance  - benefiting from rate reductions

Goals

Maintain gross
margins:  offset
equipment pricing
with improved mix
&  services

Priorities

e-IKON

Six Sigma

Sales effectiveness

Asset management

11

Selling & Administrative

$5.3 million increase from prior year

Foreign currency hit was more than year-to-year change

Pension and other benefits, insurance continue to be
headwinds

Headcount reductions are leveling off

Funding second wave of structural improvements

Goals

Achieve an S&A
expense-to-
revenue ratio of
less than 30%
long-term

Fund critical long-
term investments

Priorities

e-IKON

Six Sigma

Sales effectiveness

Asset management

32.4%

33.1%

32.0%

12

Strengthened Financial Position

March 31, 2004

Exiting lease financing in the U.S. and Canada

Closed IOSC/GE transaction for U.S. leasing business

Continues lease financing through GE Commercial Finance
under the tradename IKON Financial Services^SM

Signed definitive agreement for Canadian lease portfolio

Improved flexibility for share repurchases and acquisitions

$250 million share repurchase authorized by Board

Strengthened financial position:  

Cash balance as of 3/31/04:  $853 million

Debt to capital ratio will continue to trend down

April 28, 2004

Successful tender for $250 million, 7.25% 2008 Notes

Goals

Strengthen balance
sheet

Improve financial
flexibility

Priorities

Monetize value
created in IOS
Capital to achieve
financial flexibility,
simplify business
model, and fund
new growth
opportunity

Continue to
improve coverage
& debt ratios

13

IOSC/GE transaction

Bill Urkiel

Senior Vice President & CFO

14

Transaction overview & strategic

implications

Cash:  proceeds and uses to date

Financial implications to P&L

Capital structure

Cash flow dynamics  

Transaction Highlights

IKON transitions out of U.S. and Canadian leasing business

Strategic alliance with GE Commercial Finance for lease financing in
the U.S. and Canada

U.S. leasing:  Asset Purchase & Program Agreement – closed 3/31/04

GE purchased certain assets and liabilities of IOS Capital’s portfolio

Future lease originations through GE as preferred lease-financing source

Financing profits partially replaced with origination fees, volume fee & profit-sharing

Canadian leasing:  Definitive Agreement – expected to close by 6/30/04

GE to purchase lease receivable portfolio of approximately $177 million

Future lease originations through GE as preferred lease-financing source

Financing profits partially replaced with origination fees of 3%

IKON retains certain lease assets and liabilities

Asset-backed receivables and related debt; other leases

$678 million of unsecured IOS Capital debt

5% convertible Notes; 7.25% 2008 Notes; escrowed 9.75% 2004 Notes

15

16

Analysis of Cash Proceeds

in millions

Realized

Expected

as of

Future

Transaction Related Proceeds

3/31/04

Sources

Total

Initial proceeds received at closing

1,505

$                 

1,505

$                     

Post-closing receivable

177

$                    

177

Canadian proceeds, net of related debt

90

90

Net cash after retained run-off, debt and tax liabilities

226

226

Combined proceeds

1,505

$                 

493

$                    

1,998

$                     

Initial payment:  $1.5 billion

Balance sheet contains $177 million
receivable

Closing of Canadian transaction expected by
6/30/04

Net cash from retained assets realized
through 2007

(continued)

Analysis of Cash Proceeds

17

Shareholders/Bondholders

Value
Creation

*   All EPS projections based on 3/31 diluted share count of 170 million shares

in millions

18

Preliminary Use of Proceeds

Announced

Use of Proceeds

By 3/31/04

as of 4/29/04

Embedded in Pro-Forma P&L

Conduit paydown

(796)

$               

  Tender for $250 million, June 2008 Notes,  net of tax benefit

(267)

$                  

Deferred taxes due 6/15/04

(285)

Pension contribution, net of tax benefit

(47)

Tender for $250 million in 7.25% 2008 Notes improves
balance sheet and pro-forma earnings baseline for
2005  - approx. $.07 per diluted share*

$285M reflects deferred taxes triggered by sale to GE
(no P&L impact)

Advanced pension contribution improves under-funded
status, reduces future cash contributions; and
improves pro-forma earnings baseline for 2005 –
approx. $.01 per diluted share*

Preliminary Use of Proceeds

(continued)

19

Leasing Assets vs. Debt: Prior to Sale

Retained Asset Profile

Projected Total debt to capital ratio

* Assumes constant equity and Europe levels

Retained U.S. Portfolio:  Run Off

Net LT cash
benefit =
$226 M

Leasing Assets vs. Debt: After 3/31/04

Gone

7/1/04

Stays

Retained

$1.3 B

Retained

$0.9 M, 69%

$3.1 B

$2.7* B, 87%

$.27 B

$.18 B

$.07 B

$.15 B

$.27 B

$.15 B

* $678 was reclassified to non-lease financing as a result of the IOSC/GE transaction

20

Retained Asset Run-Off

Approximately $100 million
in operating income to be
recognized 4/1/04 –
9/30/06

IKON pays GE to service
portfolio over run-off period

NOTE:  estimates can
change based on activity
within portfolio as a result
of upgrades, cancellations,
buyouts, etc.

(in millions)

38%

13%

49%

21

* Includes Canada based on expected close date of June 30, 2004;

22

Deal Related Adjustments

* Net

New Fees,

Combined

(in millions)

Leasing

Profit-Sharing

Adjustments

& Rental

and

4/1 to 9/30

Consolidated Statement of Income

Activities

Investments

Impact to P&L

Net sales

45

32

77

Services

(26)

28

2

Finance income

(127)

(127)

Revenues

(108)

60

(48)

Cost of goods sold

57

57

Services costs

(10)

(10)

Finance interest expense

(52)

(52)

Costs and Expenses

(5)

0

(5)

Gross Profit

(103)

60

(43)

Selling and administrative

(39)

(39)

Operating income

(64)

60

(4)

Interest expense, net

18

(10)

8

Income from continuing operations

before taxes on income

(82)

70

(12)

Pro-Forma P&L FY
’04**
Assumes limited investment

*  Canada based on expected close date of June 30, 2004

** Excludes loss on divestiture and related tax benefit, and losses on early extinguishment of debt; assumes use of proceeds identified on slide 15

23

* Net

New Fees,

FY 2004

(in millions)

1st Half

Leasing

Profit-Sharing

Preliminary

Fiscal 2004

& Rental

and

Pro-Forma

Consolidated Statement of Income

x 2, tax @ 37.75%

Activities

Investments

as of 4/29/04

Net sales

1,927

$            

45

32

2,004

$            

Services

2,320

(26)

28

2,322

Finance income

395

(127)

268

Revenues

4,642

(108)

60

4,594

Costs and Expenses

2,890

(5)

0

2,885

Gross Profit

1,752

(103)

60

1,709

Selling and administrative

1,519

(39)

1,480

Operating income

233

(64)

60

229

Interest expense, net

39

18

(10)

47

Income from continuing operations

before taxes on income

194

(82)

70

182

Income taxes (@ 37.75%)

73

69

Income from continuing operations

121

$               

113

$               

Net Income (as adjusted for tax effected

convertible interest)

130

$                       

122

$                        

Diluted Shares (@ 3/31/04

170

170

Diluted EPS

0.76

$              

0.72

$              

Shareholders/Bondholders

Value
Creation

24

Additional Use of Proceeds

Announced

Other

Use of Proceeds

By 3/31/04

as of 4/29/04

Future

Embedded in Pro-Forma P&L

Conduit paydown

(796)

$               

  Tender for $250 million, June 2008 Notes,  net of tax benefit

(267)

$                  

Deferred taxes due 6/15/04

(285)

Pension contribution, net of tax benefit

(47)

Dependent on price, timing, & other factors

Share repurchase authorization up to $250 million

(250)

$                  

Debt reduction, acquisitions, other investments

(250)

Improve short-term cash position

(100)

Share repurchases expected over next 18 to
24 months

No formal commitment to the dollar amounts
within each of these categories

Actions dependent on business conditions,
and price, timing and other factors

Additional Use of Proceeds

(continued)

25

FY ’04 Expectations &
Long-Term Targets

All figures assume current diluted share count and exclude any additional actions such as
share or debt repurchases, acquisitions, etc.

*   Excludes special charges related to losses from early extinguishment of debt, loss on divestiture of business, and the $4.7 million tax benefit
associated with the divestiture.   

26

Fiscal 2004 Expectations*

Full year

$.70 to $.75 per diluted share

Third quarter

$.15 to $.18 per diluted share

Full year growth rate assumptions:

Net Sales, Services

(1%) to 1%

Finance

(30%)

*   Excludes special charges related to losses from early extinguishment of debt, loss on divestiture of business, and the $4.7 million tax benefit associated
with the divestiture.

FY ‘04 Expectations and
Long-Term Targets

(continued)

27

CASH DYNAMICS
Sources & Uses of Free Cash Flow

Fiscal 2004 Expectations – Free Cash Flow

Cash from operations ($240) to ($250)M

Includes $285M deferred tax on gain; $75M pension contribution

Less:  capital expenditures*, net of proceeds *                        $70 M

Plus:  lease collections*, net of lease additions *  $290 to $310 M

Free Cash Flow    $0 to ($30) M

*Reported in Investing on Cash Flow Statement; leasing additions would only be generated by European leasing prospectively

28

(in millions)

Deal Changes

Beyond

SOURCES / USES

FY 2003

Fiscal 2004

Fiscal 2005

Fiscal 2006

Run-Off Period

Net Income (GAAP)

116

$         

pro-forma

Depreciation and Amortization

112

less $16M depr.

Changes in operating assets & liab.

(7)

Provision for A/R

14

Provision for Lease Default

68

1/2 yr. source

Europe only

Europe only

Europe only

Provision for deferred taxes

72

significant use

use

use

neutral

Other items & special charges

65

Cash From Operations

440

Capital expenditures

(68)

Original IKON Free Cash Flow

372

Changes in finance receivables

(171)

becomes source

source

source

Europe only

Free Cash Flow

201

$         

Strategic Goals
and Priorities

Long-term

Goals

Revenues

2% to 5% growth

Gross Margin

Maintain with stronger
services mix

S&A to Revenue < 30%

$40M+ structural savings

2%+ revenue growth

Operating Margins

Expand by 2 points from
core baseline of 4%

Cash\Capital Structure

Alternative uses of cash

30% to 35% debt-to-
capital ratio

Expansion

Core Growth

Operating Leverage

e-IKON

Six Sigma

Asset Management

Supplier Integration

Customer segmentation

National & Metros

Color

Europe

Managed Services

Professional Services

Services
Strength

450+
acquisitions
to 1 company

Channel
Development

29

Value Proposition

Leading market positions

Strong vendor relationships

Business model aligns with industry and customer
trends

Strong recurring revenue mix

Creating operating leverage and differentiation

Improving financial position

Strong, consistent cash flows

30

Investor Conference

31

Analysts and institutional investors:

Please join us...

For:

IKON’s 2004 Investor Conference

When:

May 25, 2004

Time:

2:00 p.m. – 5:00 p.m. (1:30 check-in)

(will be webcast live)

Where:  Millennium Broadway Hotel & Conference Center

New York, NY

Please register!  email TRAwichhart@IKON.com