UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section l3 or l5(d) of the Securities Exchange Act of ~~1934~~l934

~~October~~April 2329, ~~2003~~2004 Date of report (date of earliest event reported)

SUPERIOR CONSULTANT HOLDINGS CORPORATION ~~(Exact Name of Registrant as Specified in Its Charter)~~

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)


0-21485		38-3306717
(Commission File Number)		(IRS Employer Identification No.)

17570 West Twelve Mile Road, Southfield, Michigan 48076
(Address of Principal Executive Offices) (Zip Code)

(248) 386-8300
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

Item 7. Financial Statements and Exhibits Item 12. Results of Operations and Financial Condition SIGNATURES EXHIBIT INDEX Press Release, dated 10/23/03


	Item 7. Financial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
EX-99.1 - Press Release, Dated April 29, 2004

Item 7. Financial Statements and Exhibits.

(c)	Exhibit furnished in accordance with the provisions of Item 601 of Regulation S-K.
	Exhibit 99.1		Press Release, dated October 23, 2003, issued by Superior Consultant Holdings Corporation

~~Item 12~~Exhibit 99.1 ~~Results~~Press ofRelease, ~~Operations~~dated ~~and~~April ~~Financial~~29, ~~Condition.~~ 2004, issued by Superior Consultant Holdings Corporation

OnItem ~~October 23, 2003, Superior Consultant Holdings Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2003~~12. AResults ~~copy~~ of ~~the~~Operations ~~press~~and ~~release~~Financial ~~is furnished as Exhibit 99~~Condition.~~1 to this report.~~

~~The~~On ~~Company’s~~April 29, ~~earnings~~2004, ~~release~~Superior ~~contains~~Consultant ~~non-GAAP~~Holdings ~~financial~~Corporation ~~measures.~~issued ~~The earnings~~a press release ~~presents~~announcing ~~revenues~~its ~~and~~financial ~~operating~~results ~~expenses~~for ~~adjusted~~the toquarter ~~exclude out-of-pocket~~ended ~~reimbursements. The Company’s management believes excluding out-of-pocket reimbursements~~March 31, ~~although a non-GAAP financial measure, provides~~2004. ~~investors~~A acopy ~~better~~of ~~comparison from period to period by removing~~ the ~~impact~~press ~~of fluctuations~~release inis ~~out-of-pocket~~furnished ~~reimbursements~~as ~~that~~Exhibit 99.1 doto ~~not~~this ~~reflect on operating performance~~report.

The Company’s earnings release ~~also~~contains ~~presents~~non-GAAP financial measures. The earnings ~~before~~release ~~interest,~~presents ~~taxes, depreciation~~revenues and ~~amortization,~~operating orexpenses ~~EBITDA~~adjusted to exclude out-of-pocket reimbursements. The Company’s management believes excluding ~~that~~out-of-pocket ~~EBITDA~~reimbursements, although a non-GAAP financial measure, isprovides investors ~~useful~~a ~~for~~better ~~investors because~~comparison itfrom isperiod ato ~~widely~~period ~~understood~~by ~~tool~~removing ~~that~~the ~~assists~~impact ~~investors~~of fluctuations in ~~evaluating current~~out-of-pocket ~~operating~~reimbursements ~~performance~~that ofdo anot ~~business~~reflect on operating performance.

~~Investors~~The ~~should~~earnings ~~use~~release ~~these~~also ~~non-GAAP~~presents ~~financial~~earnings ~~measures~~before ininterest, ~~addition to~~taxes, depreciation and ~~not~~ ~~in replacement of~~amortization, ~~the~~or ~~GAAP~~EBITDA. ~~financial~~The ~~measures presented in the~~ Company’s management believes ~~earnings~~that ~~release.~~EBITDA, ~~The~~although ~~Company~~a ~~has~~non-GAAP ~~provided~~financial ~~reconciliations~~measure, ofis ~~the~~useful ~~non-GAAP~~for investors ~~financial~~because ~~measures~~it tois ~~the~~a ~~most~~widely ~~directly~~understood ~~comparable~~tool ~~GAAP~~that ~~financial~~assists ~~measures~~investors in evaluating ~~the~~current ~~press~~operating ~~release~~performance of a business.

The ~~information~~earnings inrelease ~~this~~also ~~Form~~presents ~~8-K~~operating expenses and ~~the~~operating ~~exhibit attached hereto is being~~margin ~~furnished~~adjusted into ~~accordance~~exclude ~~with~~restructuring ~~the~~items. ~~requirements~~The ofCompany’s ~~the~~management ~~Securities and Exchange~~believes ~~Commission~~these ~~and~~non-GAAP ~~shall~~financial ~~not~~measures beare ~~deemed~~useful ~~“filed”~~to ~~for~~investors ~~purposes~~because ofthey ~~Section 18~~offer ~~of the~~a ~~Securities~~better ~~Exchange~~comparison ~~Act~~ of ~~1934,~~operating asresults ~~amended~~from (the ~~“Exchange~~most ~~Act”),~~recently orcompleted ~~otherwise~~quarter ~~subject~~ to ~~the~~results ~~liabilities~~from ofthe ~~that~~fiscal ~~section.~~quarter ~~The~~ended ~~information~~December 31, ~~also~~2003, ~~shall~~and ~~not~~the befiscal ~~deemed~~quarter ~~incorporated~~ended byMarch 31, ~~reference~~2003, inwith ~~any~~the ~~Company~~restructuring ~~filing~~items ~~under~~not ~~the~~present ~~Securities~~in ~~Act~~the offiscal ~~1933,~~quarters asended ~~amended~~March 31, or2003 ~~the~~and ~~Exchange Act~~2004, ~~except~~and asbecause ~~expressly~~they ~~set~~provide ~~forth~~consistency with the format by which ~~specific~~management ~~reference~~internally inassesses ~~such~~the aCompany’s ~~filing~~performance.

2 Investors should use these non-GAAP financial measures in addition to, and not in replacement of, the GAAP financial measures presented in the Company’s earnings release. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release.

~~Table~~ The information in this Form 8-K and the exhibit attached hereto is being furnished in accordance with the requirements of ~~Contents~~the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information also shall not be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~SIGNATURES~~2

PursuantTable 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 hereunto duly authorized. Contents

	Superior Consultant Holdings Corporation
Date: October 24, 2003	By:		/s/ Richard D. Helppie, Jr.
		Richard D. Helppie, Jr. Chief Executive Officer

SIGNATURES

3 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 hereunto duly authorized.

~~Table~~Superior ofConsultant ~~Contents~~Holdings Corporation Date: April 30, 2004 By: /s/ Richard D. Helppie, Jr. Richard D. Helppie, Jr. Chief Executive Officer

~~EXHIBIT INDEX~~3

Exhibit
Number		Description
99.1		Press Release, dated October 23, 2003, issued by Superior Consultant Holdings Corporation

4EXHIBIT INDEX


Exhibit Number		Description

99.1		Press Release, dated April 29, 2004, issued by Superior Consultant Holdings Corporation

Table of Contents

Table of Contents

PursuantTable 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 hereunto duly authorized. Contents

Table of Contents

Filing Compare · SUPERIOR CONSULTANT HOLDINGS CORP